Letter of Offer for Equity Shareholders of the Company only

JMC PROJECTS (INDIA) LIMITED(The Company was originally incorporated as Civen Construction Private Limited on June 5, 1986 under the Companies Act, 1956 with its registered office at Ahmedabad. Subsequently on December 10, 1987, the name was changed to Joshi & Modi Constructions Private Limited. The name was further changed to JMC Projects (India) Private Limited on January 21, 1994 and was subsequently converted into a Public Limited Company in the name of JMC Projects (India) Limited on February 4, 1994)

Registered & Corporate Office: A-104, Shapath-4, Opposite Karnavati Club, S.G.Road, Ahmedabad – 380 051, India.

Tel: +91-79-3001 1500; Fax: +91-79-3001 1600/1700 Company Secretary & Compliance Officer: Mr. Ashish Shah; E-mail: cs@jmcprojects.com; Website: www.jmcprojects.com

(The Registered Office of the Company was shifted from People’s Plaza Near Memnagar Fire Station, Navrangpura, Ahmedabad- 380 009 to 4, Kuldip Society, Near Ishvar Bhuvan, Navrangpura, Ahmedabad – 380 009 w.e.f. May 9, 1988 and subsequently to Level-11, JMC House, Ambawadi, Ahmedabad - 380 006 w.e.f. April 5, 2002 and to the present registered office w.e.f. November 7, 2005)

LETTER OF OFFERISSUE OF 36,28,058 EQUITY SHARES OF Rs. 10/- EACH AT A PREMIUM OF Rs. 100/- PER EQUITY SHARE AGGREGATING TO Rs. 3,990.86 LAKHS TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 (ONE) EQUITY SHARE FOR EVERY 5 (FIVE) EQUITY SHARES HELD ON THE BOOK CLOSURE DATE i.e. JULY 31, 2009 (“ISSUE”). THE ISSUE PRICE IS 11 TIMES THE FACE VALUE OF THE EQUITY SHARE.

GENERAL RISKSInvestment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page viii of this Letter of Offer before making an investment in this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe existing Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). The Company has made an application for in-principle approval for listing to BSE and NSE. The Company has received the “in-principle” approval from BSE and NSE for listing the Equity Shares arising from this Issue vide letters dated April 28, 2009 and May 06, 2009 respectively. For the purposes of the Issue, the Designated Stock Exchange will be BSE.

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

Collins Stewart Inga Private LimitedA-404, Neelam Centre, Hind Cycle Road,Worli, Mumbai – 400 030.Tel: +91-22-2498 2937/19/54Fax :+91-22-2498 2956Email: jmc.rights@csinga.comContact Person: Mr. Ashwani Tandon / Ms. Deepa Mutha Website: www.csinga.comSEBI Registration No.: INM000010924

Link Intime India Private Limited(formerly known as Intime Spectrum Registry Limited)C-13, Pannalal Silk Mills Compound,LBS Road,Bhandup West, Mumbai – 400 078.Tel: +91-22- 2596 0320Fax: +91-22-2596 0329E-mail: jmc.rights@linkintime.co.inContact Person: Mr. Praveen KasareWebsite: www.linkintime.co.inSEBI Registration No.: INR000004058

ISSUE PROGRAMME

ISSUE OPENS ON LAST DATE FOR RECEIVING REQUESTS FOR SPLIT FORMS

ISSUE CLOSES ON

Monday, September 07, 2009 Tuesday, September 15, 2009 Wednesday, September 23, 2009

TABLE OF CONTENTS

GLOSSARY OF TERMS AND ABBREVIATIONS iiPRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA viFORWARD LOOKING STATEMENTS viiRISK FACTORS viiiTHE ISSUE 1SUMMARY FINANCIAL INFORMATION 2GENERAL INFORMATION 9CAPITAL STRUCTURE 13OBJECTS OF THE ISSUE 31BASIS FOR ISSUE PRICE 38STATEMENT OF TAX BENEFITS 40INDUSTRY OVERVIEW 47BUSINESS OVERVIEW 58HISTORY AND CORPORATE STRUCTURE 60MANAGEMENT 68PROMOTERS 95FINANCIAL STATEMENTS 100MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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UNAUDITED WORKING RESULTS 230OUTSTANDING LITIGATIONS AND DEFAULTS 231GOVERNMENT APPROVALS 337STATUTORY AND OTHER INFORMATION 343TERMS OF THE ISSUE 356MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 384MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 405DECLARATION 407

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GLOSSARY OF TERMS AND ABBREVIATIONS Company 1JMC / Issuer JMC Projects (India) Limited Issue related Act The Companies Act, 1956 and amendments thereto Articles Articles of Association of the Company Banker to the Issue IDBI Bank Limited Board Board of Directors of JMC Projects (India) Limited Committee of Directors

Committee of the Board of Directors of JMC Projects (India) Limited authorized to take decisions on matters related to / incidental to this Issue

Depositories NSDL and CDSL Designated Stock Exchange Bombay Stock Exchange Limited (BSE) DP Depository Participant Director(s) Directors on the Board of the Company Equity Share(s) Equity Shares of the Company of Rs.10/- each Equity Shareholders

Equity shareholders whose names appear as beneficial owners as per the list furnished by the depositories in respect of the shares held in the electronic form and / or on the Register of Members of the Company in respect of the shares held in Physical Form on the Book Closure Date i.e. July 31, 2009 and to whom this Offer is being made.

Financial Year/Fiscal Year/FY

Any period of 12 months ended March 31 of that particular year, unlesss otherwise stated

Issue or Rights Issue or Offer

Issue by the Company of 36,28,058 Equity Shares of Rs. 10/- each for cash at Rs. 110/- per Equity Share (including a premium of Rs. 100/- per Equity Share) aggregating to Rs. 3,990.86 lakhs on Rights basis to the existing Equity Shareholders of the Company in the ratio of 1 (One) Equity Share for every 5 (Five) Equity Shares held on the Book Closure Date i.e. July 31, 2009.

Issue price Rs. 110/- per Equity Share Issue Opening Date Monday, September 07, 2009 Issue Closing Date Wednesday, September 23, 2009 Lead Manager to the Issue Collins Stewart Inga Private Limited Letter of Offer / LOO/ Offer Document

This Letter of Offer circulated to the Equity Shareholders of the Company

Memorandum Memorandum of Association of the Company Book Closure Date July 31, 2009 Registrar to the Issue Link Intime India Private Limited Rights Entitlement

The number of Equity Shares that an Equity Shareholder is entitled to under this Letter of Offer in proportion to his / her / its existing shareholding in the Company as on the Book Closure Date

Security certificates Equity Share certificates

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SPA Share Purchase Agreement dated October 14, 2004 executed between the ‘Purchaser’ being ‘Kalpataru Power Transmission Limited, Kalpataru Energy Venture (Private) Limited and the ‘Sellers’ being Late Mr. I. K. Modi, Mr. Hemant Modi, Mr. Suhas Joshi, Mrs. Sonal Modi, Mrs. Suverna Modi, Mrs. Madhuri Joshi, Late Mrs. Malti Joshi, Ms. Ami Modi, Ms. Anar Modi, Minar Investments and Finance Private Limited and the Company

Stock Exchanges BSE and NSE where the Equity Shares of the Company are presently listed Takeover Code Securities & Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulation, 1997 and amendments thereto Company/Industry related APDRP Accelerated Power Development and Reform Programme BOT Build Operate and Transfer BOOT Build Own Operate and Transfer BOLT Build Own Lease and Transfer CAR Contractors All Risk EPC Engineering, Procurement and Commissioning MORTH Ministry of Road Transport and Highways NH National Highway NHAI National Highway Authority of India NHDP National Highway Development Programme Abbreviations AGM Annual General Meeting

AS Accounting Standards issued by the Institute of Chartered Accountants of India

ASBA Applications Supported by Blocked Amount Asst. Assistant Anr. Another BSE Bombay Stock Exchange Limited BUTP Bombay Urban Transport Project CDSL Central Depository Services (India) Limited CAF Composite Application Form CEO Chief Executive Officer DD Demand Draft GM General Meeting EBIDTA Earnings before Interest, Depreciation, Tax and Appropriation EGM Extra-ordinary General Meeting EIO Eastern India Operation EPS Earnings Per Share

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EOU Export Oriented Unit FCNR Foreign Currency Non-Resident account FDI Foreign Direct Investment FEMA

Foreign Exchange Management Act, 1999 read with rules and regulations there under and amendments thereto

FIFO First In First Out FII(s) Foreign Institutional Investors registered with SEBI under applicable laws FIPB Foreign Investment Promotion Board FY

Financial year being a period commencing on April 1st and ending on March 31st of the following year

GDP Gross Domestic Product GIR Number General Index Registry Number GoI Government of India HUF Hindu Undivided Family IT/ITES Information Technology/Information Technology Enabled Services IT Act The Income Tax Act, 1961 and amendments thereto JV Joint Venture Kms Kilometers KPTL Kalpataru Power Transmission Limited KV Kilo Volt Kwh Kilowatt-hour LC Letter of Credit LIC Life Insurance Corporation of India Ltd. Limited MD Managing Director MoU Memorandum of Understanding MT Metric Ton MUTP Mumbai Urban Transport Project MW Mega Watt NA Not Applicable NAV Net Asset Value NCPS Non-Cumulative Redeemable Preference Shares NOC No Objection Certificate NR Non-resident NRI(s) Non-resident Indian(s) NRE Account Non Resident External account NRO Account Non Resident Ordinary account NSDL National Securities Depository Limited

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NSE The National Stock Exchange of India Limited OCB(s) Overseas Corporate Body(ies) OCC Overdraft and cash credit OCPS Optionally Convertible Preference Shares Ors. Others PAC Persons Acting in Concert P/E or P/E ratio Price-Earnings Ratio p.a. Per annum PAN Permanent Account Number PAT Profit After Tax PBDIT Profit Before Depreciation Interest and Tax PBT Profit Before Tax PGCIL Power Grid Corporation of India Limited PSU Public Sector Undertaking PWD Public Works Department R&D Research & Development RONW Return on Networth SCSB Self Certified Syndicate Bank SEB State Electricity Board SEBI Securities and Exchange Board of India SEBI Guidelines/ SEBI (DIP)

SEBI (Disclosure & Investor Protection) Guidelines, 2000 as amended from time to time

SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto

SIO Southern India Operations SPV Special Purpose Vehicle sq. ft. Square feet SSI Small Scale Industry TDS Tax Deducted at Source TPH Ton per hour UTI Unit Trust of India Vol Volume w.e.f. With effect from WIO Western India Operations WPI Wholesale Price Index

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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

In this Letter of Offer, unless the context otherwise requires, all references to one gender also refers to another gender and the word "Lakh" or "Lac" means "one hundred thousand" and the word "million" means "ten lac" and the word "Crore" means "ten million" and the word “One hundred crore” means “Billion”. In this Letter of Offer, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Unless stated otherwise, the financial information used in this Letter of Offer is derived from the Company’s consolidated and unconsolidated restated financial information as of March 31, 2009 (12 months), March 31, 2008 (12 months), March 31, 2007 (12 months), March 31, 2006 (6 months), September 30, 2005 (18 months) prepared in accordance with Indian GAAP, the Companies Act, 1956 and applicable SEBI DIP Guidelines. Throughout this Letter of Offer, all figures have been expressed in Lakhs unless otherwise stated. All references to “India” contained in this Letter of Offer are to the Republic of India. For additional definitions used in this Letter of Offer, see the section “Glossary of Terms and Abbreviations” on page ii of this Letter of Offer. Industry data used throughout this Letter of Offer has been obtained from industry publications and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes that the industry data used in this Letter of Offer is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by the Company to be reliable, have not been verified by any independent sources. CURRENCY OF PRESENTATION In this Letter of Offer, all references to “Rupees” and “Rs.” are to the legal currency of India.

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FORWARD LOOKING STATEMENTS This Letter of Offer contains certain “forward-looking statements”. These forward looking statements can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe the objectives, plans or goals also are forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about the Company that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from the expectations include, among others:

• General economic and business conditions in India; • The ability to successfully implement the strategy, growth and expansion plans and technological

changes; • Changes in the value of Rupee and other currency changes; • Changes in the Indian and international interest rates; • Allocations of funds by the Government; • Changes in laws and regulations that apply to the customers of the Company; • Increasing competition in and the conditions of the customers of the Company and • Changes in political conditions in India.

For further discussion of factors that could cause actual results to differ, please see the section titled “Risk Factors” beginning on page no. viii of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither the Company, the Directors, any member of the Lead Manager team nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company and the Lead Manager will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.

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RISK FACTORS An investment in equity involves a high degree of risk and you should not invest any funds in this Issue unless you can afford to take the risk of losing your investment. You should carefully consider all of the information in this Letter of Offer, including the risks and uncertainties described below, before making an investment. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, the Company’s business, financial condition and results of operations could suffer, the trading price of the Equity Shares could decline and you may lose all or part of your investment. The financial and other implications or material impact of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are some risk factors where the impact is not quantifiable and hence has not been disclosed below. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. You are advised to read the following risk factors carefully before making an investment in the Equity Shares offered in this Issue. You must rely on your own examination of the Company and this Issue, including the risks and uncertainties involved. The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. 1. Litigations against the Issuer Company

The Company/ its Directors/ Promoters / Group Companies / Subsidiaries/ Ventures of the Promoters are defendants in certain legal proceedings, incidental to the business and operations. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new development arise, such as a change in Indian law or rulings by appellate courts or tribunals, the Company would need to make provisions in its financial statements which could adversely impact its business results. A brief of the outstanding litigations are as follows:

Litigations against JMC I. A summary of the outstanding litigations in which the Company is involved is set out below:

Sr. No. Particulars

By the Company Against the Company

Number of cases

Amount involved, where

quantifiable

Number of cases

Amount involved, where

quantifiable Rs. Lakhs Rs. Lakhs

1 Taxation Matters 8 1596.54 Nil Nil2 Civil cases including money

suits 9 2434.34 10 1261.96

3 Criminal Cases Nil Nil Nil Nil4 Labour Matters Nil Nil 8 44.495 Arbitration 5 3313.00 Nil Nil6 Miscellaneous/Notices Nil Nil 22 143.877 Other Cases (Motor Accident

Claims) Nil Nil 10 77.42

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II. Criminal Litigations

Against the Company Nil

Past Criminal Cases

• A criminal litigation was filed against the Issuer before the Court of Additional Chief Metropolitan Magistrate; vide criminal case no.: 900/98 by the Assistant Registrar of Companies, Ahmedabad alleging violation of Section 383 (1A) of the Companies Act, 1956. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

• A criminal litigation was filed against the Issuer before the Court of XIII Additional Chief

Metropolitan Magistrate, Bangalore; vide criminal case no. 29219 of 2005 by Mr. M.H Ramesh Proprietor of MHN Associates alleging bouncing of cheque issued by the Issuer Company. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

• A criminal case was filed against the Issuer before the Judicial Magistrate, First Class,

Ahmedabad; vide criminal case no. 2678 of 1999 by the Government Labour Officer alleging violation of Section 3 of Child Labour (Prohibition and Regulation) Act, 1986 and rules framed thereunder at one of the JMC Project site. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

• A criminal case was filed against the Issuer before the Additional Chief Metropolitan

Magistrate, Mumbai; vide criminal case no. 420 of 2006 by Mr. S. L. Naik charging the Issuer Company for offences under clause 42 for contravention of clause 13(1)(c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3(3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

Against the Promoter of the Company

Past Criminal Cases

• Kalpataru Power Transmission Limited

o A criminal case was filed against Kalpataru Power Transmission Limited before the Sub-divisional Judicial Magistrate, Alipurduar, Silguri, West Bengal; vide criminal case no. C.R.101/2004 by the Labour Enforcement Officer (Central) Siguri alleging violation of Section 23 and 24 of the Contract Labour (Regulation and Abolition) Act, 1970 and rules framed thereunder. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

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Against Directors of the Company

• Mr. Hemant Modi

o Mr. Hemant Modi was involved in criminal case no. 2678 of 1999 filed against the Issuer Company. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

o A criminal case no. 270/2002 was filed against Mr. Hemant Modi before the Judicial

Magistrate (1st Court), Malda by Mr. Mantu; alleging that a cheque issued by the Issuer was returned unpaid and violation in terms of section 138 of Negotiable Instruments Act, 1881 was charged against Mr. Hemant Modi. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

o Mr. Hemant Modi was involved in criminal case no. 420 of 2006 filed against the Issuer.

For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer

• Mr. Suhas Joshi

o Mr. Suhas Joshi was involved in criminal case no. 420 of 2006 filed against the Issuer. For further details please refer section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer

Besides, there are litigations filed by the Issuer and notices against the Issuer, its Directors, Promoters and Group Companies of Promoters which have been detailed under the section “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. 2. One of the objects of the present Issue is redemption of non-cumulative redeemable Preference

Shares held by the promoters and 63.27% of the issue size will be utilized towards the redemption of the said Preference Shares.

The Company had issued 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of the face value of Rs. 202/- each on a preferential basis to the Promoters of the Company namely KPTL, Mr. Hemant Modi and Mr. Suhas Joshi. The holder of OCPS had an option to convert their OCPS to convert into Equity Shares of the Company during the exercise period. The option to convert into Equity Shares was not exercised by the holders within the exercise period and the same was automatically converted into 6% Non Cumulative Redeemable Preference Shares as per the terms of OCPS issue. The proceeds from the present Issue to the extent of Rs. 2,525 lakhs which constitutes 63.27 % of the issue size will be utilized towards the redemption of the said Preference Shares.

3. There are certain restrictive covenants in the Share Purchase Agreement which require certain key

decisions to be taken up for consideration at a Board Meeting only after approval by KPTL in writing.

A MOU was entered into between Late Mr. I.K. Modi, Mr. Hemant Modi, Mr. Suhas Joshi and their relatives and Minar Investments and Finance Pvt. Ltd. (“Sellers”) and Kalpataru Power Transmission Limited and Kalpataru Energy Venture Pvt. Ltd. (“Purchaser”) on October 1, 2004. Subsequently a Share Purchase Agreement was entered into between the aforesaid parties on October 14, 2004 for purchase of 15,00,000 Equity Shares at Rs. 40/- each representing 32.28% of the share capital of

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JMC. There are certain restrictive covenants in the Share Purchase Agreement. These covenants require certain key decisions to be taken up for consideration at a Board meeting after they have been approved by Kalpataru Power Transmission Limited in writing.

Internal Risk factors and Risks relating to the business of the Company Project Related Risks 4. Company operates in a highly competitive industry which may result in the Company changing its

pricing policies which may have an adverse impact on the operations and profitability of the Company.

The Company operates in an intensely competitive industry wherein it has to face significant competition from other infrastructure development companies. Various factors like availability of raw material, proximity to local markets for raw materials, availability of sub-contractors, labour and general economic conditions play an important role in the Company’s business operations. Some of the competitors may have greater economies of scale, greater resources like capital, equipments, labour, technology, marketing, etc., thereby having an upper hand. Price being a major factor in the contract tenders, due to severe competition the Company at times needs to change its pricing policies which may have an adverse impact on the operations and profitability of the Company.

5. Unavailability of or increased cost of raw materials could significantly reduce the Company’s profitability. The Company depends on significant amount of raw materials such as cement, steel, aggregates, timber, bitumen, etc. for its construction and civil activities. While the Company maintains relations with many different suppliers to ensure continuous supply, the unavailability of such resources could disrupt the operations of the Company. Fluctuations in the cost of raw materials have a direct impact on the cost of operations thereby reducing the profitability.

6. Fixed price contracts and cost overruns could adversely affect the results of operations and profitability of the Company. Some of the construction contracts are fixed price contracts. Costs often vary from the original estimates due to factors such as fluctuations in cost of raw materials, labour, equipment, etc. Although the Company normally provides a margin in its cost estimates, significant costs overruns may still occur, and could adversely affect the results of operations and profitability. In some of the contracts, there is a price variation clause, however it does not fully compensate the increase in the actual cost of materials and labour.

7. Delays in the completion of current and future projects could have adverse effects on the operating results of the Company. The Company provides performance guarantees to its clients which require the Company to complete the projects within the stipulated time frame. In case the projects are not completed as scheduled, the Company may be held liable for penalties in the form of agreed liquidated damages, which normally ranges between 5% to 10% of the total project cost. In such cases the cost of the project would exceed the original estimates and this could adversely affect the results of operations.

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8. Failure of joint venture partner to perform its obligations could impose additional financial and performance obligation on the Company. The Company enters into joint ventures with other construction companies for certain projects. The success of the joint ventures depends significantly on the performance and fulfillment of obligations by the joint venture partners. If the partners fail to perform their obligations, the Company may be required to make additional investments and provide additional services to ensure necessary performance as per the terms and conditions of the contract. These additional obligations could have an impact on the profits of the Company.

9. The Company utilizes independent construction contractors in some of its projects, who are not under its control which may in turn lead to delay in projects and result in impacting the operations and profitability of the Company. Small portions of work in some of the projects are sub-contracted to independent construction contractors. The Company does not have absolute control on these sub-contractors. Any lapses or non performance of obligation by these contractors could delay the projects and the Company may be required to incur additional costs and time to complete the projects which could result in reduced profits or in some cases, significant losses.

10. Breakdown of machinery and equipments may adversely affect the operations of the Company. The Company owns a large fleet of equipments which are used at various project sites. Breakdown of any of the major machinery may cause a delay in the execution of the project which could affect the results of operations.

11. Projects included in the order book may be delayed or modified, which could adversely affect the

cash flow and income from operations.

The order book presented may not necessarily indicate future income. The projects mentioned in the order book may undergo unanticipated variations in scope of work or schedule of implementation, etc. which could adversely affect the budgeted cash flow and results of operations.

12. The Company operates in a capital intensive industry. Inability to obtain adequate financing to

meet the Company’s liquidity and capital resource requirements may have an adverse effect on the Company’s results of operations. The Company has a mix of financial resources comprising of advance from customers, payables and borrowings from external sources. The Company’s inability to obtain such financing or delays in obtaining advances could affect the cash flow and results of operations. There can be no assurance that finance from external sources will be available at the times or in the amounts necessary to meet the Company’s requirements. The Company’s attempts to complete future financings may not be successful or favourable and failure to obtain financing on terms favourable to the Company could have an adverse effect on the business and results of operations of the Company.

13. The Company is dependent upon the experience and skills of senior management team and skilled

employees. Inability to retain them may have an adverse effect on the operations and profitability of the Company.

The senior management of the Company has vast experience in the construction business and is difficult to replace. Competition for experienced senior management and skilled employees is intense

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and the Company may not be able to retain the services of its key managerial personnel or attract and retain such key managerial personnel in the future. For some of the projects the Company contracts with subcontractors and third parties for the provision of labour. It cannot be assured that skilled labour will continue to be available at reasonable rates and in the areas the projects are executed. As a result, the Company may be required to mobilize additional resources at a greater cost to ensure quality performance and delivery of contracted services.

14. The Company relies on various sub-contractors or certain third parties for their labour

requirement, any strained relations with these agencies will severely affect the operations of the Company

The Company operates in an industry which is highly labour intensive and continuous labour is critical to its business. The Company relies on external agency and certain sub-contractors to meet its labour requirements. Till date the Company shares a cordial relation with these external agencies and sub-contractors. However, it cannot be assured that the same will continue in future. Any strained relations with these agencies will severely affect the operations of the Company as it may not be able to meet any shortages arising due to this. There can also be no assurance that the external agencies and contractors will always be able to meet the Company’s labour requirement.

15. The significant portion of the Company’s order book consists of contracts from private clients

which may not progress as expected considering the current economic scenario. Any delay in the execution of the contracts could have an adverse effect on the financial performance of the Company.

The Company has been executing few major projects which are from private clients. In view of slowdown in the over all economy, there can be uncertainty about such projects being completed as per the schedule due to liquidity crunch and sluggish demand in reality sector. Heavy dependence on private clients may affect the results of operations and cash flow position of the Company.

16. The business may be affected by uninsured losses or losses exceeding the insurance limits to

the extent of the risk not covered or claims not honoured fully by the Insurance Company(s) . The Company has taken contractor’s all risk insurance policy in respect of projects, workmen’s compensation policies and for a variety of risks, including, among others, for risks relating to fire, burglary and certain other losses and damages and employee related risks. While the insurance coverage maintained would be reasonably adequate to cover all normal risks associated with the operation of the business, there can be no assurance that any claim under the insurance policies taken by us will be honoured fully, in part or on time. To the extent losses suffered by the Company or the damages not covered by insurance or which exceeds the insurance coverage, the results of operation or cash flows may be affected.

17. Monitoring the use of Issue proceeds will not be done by any independent body and the

deployment of funds would be at the sole discretion of the Company

The aggregate fund requirements have not been appraised by any bank or financial institution. The deployment of funds in various projects will be entirely at the discretion of the Company and as such no independent body will monitor the utilization of the Issue proceeds.

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18. The Company has entered into various related party transactions which may potentially involve a conflict of interest which may adversely affect the operations of the Company.

The Company has entered into various transactions with related parties, including the promoters/relatives of the promoters/entities promoted by the promoters. Such transactions are made on an arm’s length basis and on no less favourable terms than if such transactions were carried out with unaffiliated third parties. These transactions in the present and future may potentially involve a conflict of interest which may adversely affect the operations of the Company.

19. The funding requirements and the deployment of the Net Proceeds of the Issue are based on

management estimates and have not been independently appraised.These management estimates may have to be revised which may result in reschedulement of expenditure programme.

The funding requirements and the deployment of the Net Proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution. In view of the highly competitive nature of the industry in which the Company operates, the management estimates may have to be revised from time to time which may result in rescheduling of the expenditure programme.

20. Inability to obtain or maintain approvals or licenses required for its operations may adversely

affect the operations of the Company.

The Company requires certain approvals, licenses, registrations and permissions for operating its business, some of which may have expired and for which the Company has either made or is in the process of making an application for obtaining the approval or its renewal. The Company has applied for renewal of 5 Licenses which are still pending. For more information see the section titled Government Approvals beginning on page 337 of this Letter of Offer. There can be no assurance that the Company will be able to obtain the relevant licenses/approvals required within the statutory time limit and that the relevant authorities will issue any such permits, licenses or approvals in time or at all. Failure by the Company to renew, maintain or obtain the required permits, licenses or permits may adversely affect on the business of the Company.

21. The Company currently enjoys certain tax benefits, and any adverse change in the tax policies

applicable to it may affect the profitability of the Company.

Presently, the Company enjoys certain benefits under Section 80IA of the Income Tax Act, 1961. As a result of these incentives, some of the infrastructure projects are subject to relatively low tax liabilities. There is no assurance that the projects will continue to enjoy the tax benefits under Section 80IA in future. When these incentives expire or terminate, the tax expense will materially increase, thereby reducing the profitability.

22. The Company may not be selected for any of the projects for which it has submitted a bid

which may adversily affect overall performance of the Company. There are certain proposed projects for which the Company has submitted bids or are qualified to submit bids, individually and or jointly with other Companies. Preparing and submitting bids involve significant costs which are one time costs. There is no assurance that the Company’s bid would be accepted and that there might be a delay in the selection process and may not be finalized within the expected time frame.

xv

23. Changes in technology may render the current technologies obsolete or require the Company

to make substantial capital investments which may affect the profitability of the Company.

The technology requirements in the Industry in which the Company operates are subject to continuing change and development. Some of the existing technologies may become obsolete, performing less efficiently compared to the latest technologies and processes in future. The cost of upgrading or implementing new technologies, upgrading the existing equipment or replacing the old equipment could be significant and could adversely affect the results of operation of the Company.

Risks Internal to the Company 24. Certain entities in the Promoter Group are engaged in business activities similar to the

Company, which could result in a conflict of interest and may adversely affect the operations and the financial performance of the Company.

Mr. Hemant Modi and Mr. Suhas Joshi, Promoters of the Company, (individually or jointly) together with their relatives have interest in the following ventures which are authorized by its main objects clause to carry on a similar line of activities. At present there are no conflicting interest however in future there may be a conflict of business interests among these ventures and the Company. Their interest in the companies is given below:

Name of the venture Nature of interest JMC Infrastructure Limited Shareholding (99.20%) SAI Consulting Engineers Private Limited Shareholding (70.00%) JMC Consultants and Developers Private Limited

Shareholding (100.00%)

JM Construction (Partnership Firm) Profit sharing (100.00%)

Apart from JMC Infrastructure Ltd., the Company does not have business transactions with any of the above mentioned ventures.

25. The Promoters and Directors of the Company have interest in the Company other than

reimbursement of expenses incurred or normal remuneration or benefits.

The Promoters and Directors are interested in the Company to the extent of their shareholding in the Company. They are also interested to the extent of any dividend payable to them. KPTL is interested to the extent of rent received for office premises and guest house that has been leased to the Company, interest on inter corporate deposits and income from sale of goods and providing erection & commissioning services to the Company.

26. Some of the Group Companies and subsidiaries of the Promoter have incurred losses in the

last three fiscal years.

Some of the Group Companies and subsidiaries of the Promoter have incurred losses in the last three fiscal years, as set forth in the table below:

xvi

Name of the Company For the year ended March 31,

2009 2008 2007

Rs. Lakhs

JMC Consultants and Developers Private Limited* -- (0.13) (0.06)

J M Construction (Partnership Firm) (0.06) (0.04) (0.38)

Energylink (India) Limited 18.81 (0.27) 0.00

Shree Shubham Logistics Limited 16.94 52.32 (11.14)

Amber Real Estate Limited (2.13) (0.83) --

Saicharan Properties Limited (0.64) (1.01) --

* The financial statements for the financial year 2008 – 2009 are under preparation and hence the figures are not available. 27. The Company has given guarantee in relation to certain debt facilities provided to its

subsidiary by banks, if the same are invoked the profitability of the Company may be affected.

JMC Mining and Quarries Limited, the Company’s subsidiary has procured certain debt facilities for which the Company has provided guarantee. The Company has provided guarantee to the obligations undertaken by JMC Mining and Quarries Limited, its subsidiary. In the event that there is any default in any of these obligations, the guarantees given by the Company may be invoked.

28. The premises from where the branch offices of the Company operate are not owned by the

Company. In an event the agreements for rent and /or lease are not renewed, the operations of the Company may be affected.

The Company’s branch offices operate from rented and/or leased premises. If any of the owners of these premises do not renew the agreement under which the Company has occupied the premises or renew such agreements on terms and conditions favourable to the Company, then the operations could get disrupted.

29. There has been a shortfall in the financial performance of the Company for the year 1995 vis-

à-vis projections made in their prospectus dated September 2, 1994. The details are as under: Year ending March 31

1995 1996

1997

Particulars Promised Actual Variation Promised Actual Variation Promised Actual Variation

A B ( B - A ) A B ( B - A ) A B ( B - A ) Rs.Lakhs

Income 1500.00 1372.63 -127.37 1750.00 3005.72 1255.72 2100.00 4910.07 2810.07

PBDIT 213.04 195.52 -17.52 285.01 485.61 200.60 344.86 738.34 393.48Profit Before Tax 168.11 143.04 -25.07 232.63 308.84 76.21 292.90 403.74 110.84Profit After Tax 159.84 140.41 -19.43 191.64 232.55 40.91 193.79 287.49 93.70

EPS (Rs.) 5.33 4.53 -0.80 6.39 7.51 1.12 6.46 9.28 2.82

xvii

30. Contingent liabilities: As per the last audited accounts, the contingent liabilities are as follows:

Particulars As at March

31, 2009

A. Bank Guarantees 63.54B. Guarantee given in respect of financial assistance and performance in

favour of subsidiary company to Bank and others 151.07

C. Guarantee given in respect of performance of contracts of Joint Venture entities in which Company is one of the member

14219.07

D. Claims against the Company not acknowledged as debts a) in respect of suits filed against the Company by suppliers/sub-

contractors/others b) In respect of legal notices issued against the company by

suppliers/sub-contractors

1516.79

78.77

E. Sales Tax, Service Tax and Royalty disputes 2053.55

31. The Company has experienced negative cash flows in the prior periods (Rs. Lakhs)

Particulars Year ended on March 31, 2009

Year ended on March

31, 2008

Year ended on March

31, 2007

6 months ended on March

31, 2006

18 months ended on

September 30, 2005

Net cash from (used in) operating activities

454.58 1680.28 1028.47 3516.72 (701.63)

Net cash from (used in) investment activities

(5202.03) (8366.84) (6898.44) (1030.73) (1409.31)

Net cash from (used in) financing activities

5125.60 6377.14 6795.99 (2520.00) 1927.37

32. There are certain restrictive covenants in certain debt facilities provided to the Company by the

bankers to the Company. In case of non-compliance the lenders may take an adverse stand which may affect the financial position & operations of the Company

There are certain restrictive covenants in the agreements the Company has entered into with certain banks and financial institutions for secured and unsecured loans. These restrictive covenants requires KPTL, one of the Promoter to maintain majority stake in the Company and that the Company to obtain either the prior permission of such banks or financial institutions or requires the Company to inform them of various activities, including among others, alteration of capital structure, raising of fresh capital or debt, payment of dividend, undertaking new projects or undertaking any merger, amalgamation, restructuring or change in management, obtaining any financial assistance from any other source.

xviii

33. The past history of dividend declaration/payment does not assure that the Company will pay dividend to its shareholders in the near future.

The Company has declared dividends in the last two fiscal years. However, there can be no assurance that dividend will be paid in the future. The declaration and payment of dividends, if any in the future will be recommended by the Board of Directors of the Company, at their discretion and will depend on a number of factors, including legal requirements, its earnings, cash generated from operations, capital requirements and overall financial condition.

External Risk Factors The following factors which are beyond the control of the Company could have a negative impact on its performance.

34. The Company’s operations are sensitive to weather conditions. Severe weather conditions may

have an adverse effect on the results of operations of the Company

The business activities of the Company could be materially and adversely affected by severe weather conditions. Severe weather conditions may require the Company to evacuate personnel or curtail services and may result in damage to the equipment or facilities, resulting in the suspension of operations and may further prevent delivery of materials to the project sites in accordance with the contract schedules and thereby slow down the activities. This could have an adverse effect on the results of operations of the Company.

35. Natural calamities and other factors could have a negative impact on the Indian economy and

adversely affect the business.

India has experienced natural calamities like earthquakes, tsunami, floods and drought in the past few years. Our country has also witnessed political, economic, social development, acts of violence or war. All the above factors could have a negative impact on the Indian economy and may cause suspension, delays or damage to the current projects and operations, which may adversely affect the business and results of operations of the Company. Such events could also create a perception that investments in Indian companies involve a higher degree of risk, which could have an adverse effect on the market for securities of Indian companies.

36. Change in Government policies and fluctuating interest rates could have an adverse impact on

the results of operations of the Company.

Interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, tax rates and policy and other matters could significantly influence the results of operations of the business. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. Increase in interest rates may increase the Company’s financing costs. The taxation system within the country still remains complex. Any change in the regulatory environment may have an impact on the business of the Company.

37. A global recession and adverse market conditions could have an adverse impact on the

business of the Company.

The developed economies of the world viz. US, Europe, Japan and other are on the verge of a major recession which is affecting the economic condition and markets of not only these economies but also the economies of the emerging markets like Brazil, Russia, India and China.

xix

General business and consumer sentiment has been adversely affected due to the global slowdown and there can be no assurance that the developed economies will see good economic growth in the near future.

38. Unfavourable changes in the Exchange rates could have an adverse effect on the profitability

of the Company.

The Company has been importing raw materials & capital goods depending on the project requirements. This involves risk of exchange rate variations. In cases where the Company does not take forward cover to protect against major unfavorable variations in the exchange rate, high volatility in exchange rate may have some adverse impact on cost estimates and thereby financial performance of the Company.

39. After the present Issue, the Equity Shares of the Company may experience price and volume

fluctuation or an active trading market for the Equity Shares may not develop.

The price of the Equity Shares may fluctuate after this Issue as a result of several factors, including among other things, volatility in the Indian and global securities markets, results of operations and performance of the Company, performance of the competitors, developments in the construction and infrastructure segment, changes in perceptions in the market about investments in the construction and infrastructure sector, adverse media reports on the Company or on the sector in which the Company operates, changes in the estimates of performance of the Company, significant developments in India’s economic liberalization and deregulation policies and significant developments in India’s fiscal regulations.

Notes to Risk Factors

1. Investors are advised to refer to “Basis for Issue Price” on page 38 of this Letter of Offer. 2. Net worth of the Company as on March 31, 2009 is Rs. 20195.22lakhs. The size of the Issue is Rs.

3,990.86 lakhs. The net asset value per share (book value) as on March 31, 2009 is Rs. 111.33 per share.

3. Average cost of acquisition per share by the promoters :

Name of the Promoter Rs. per shareMr. Suhas Joshi 75.29Mr. Hemant Modi 74.10Kalpataru Power Transmission Limited 76.00

4. The Company had entered into certain related party transactions for the period ended March 31,

2009, 2008, 2007, 2006 & September 30, 2005. The summary is as under: (Rs. Lakhs)

Nature of Transaction

Relationship FY 08-09 FY 07-08 FY 06-07 FY 05-06 FY 04-05

Purchase of Materials

Holding Company 60.44 1185.09 2521.00 - - Associates Company 72.53 20.90 1.43 - - Subsidiary Company 250.31 148.75 136.98 67.84 280.48

Contract Holding Company - - - - -

xx

Revenue Associates Company 24573.12 16350.91 7106.40 124.79 - Contract Charges Paid

Holding Company - - - - - Associates Company - - - - 60.19

Sale of Material Holding Company - - - - - Associates Company - - - 11.96 -

Income earned on Services rendered

Holding Company - - - - - Associates Company - - 60.00 33.05 0.74

Rent / Professional Fees Paid

Holding Company 72.43 60.50 57.31 - - Associates Company 41.58 46.41 61.36 47.12 70.20 Subsidiary Company - - 4.68 - -

Rent Received Holding Company 0.69 0.76 - - - Associates Company - - - - - Subsidiary Company - - 2.76 7.65 26.40

Reimbursement of expenses (paid)

Holding Company 17.06 128.87 16.51 - - Associates Company - - - - - Subsidiary Company - - - - -

Reimbursement of expenses (Received)

Holding Company - - - - - Associates Company - - 4.65 - - Subsidiary Company - - - - -

Loans/Deposits received during the year /period

Holding Company 5000.00 1150.00 1230.00 - -

Associates Company - - - 674.64 1649.00 Loans/Deposits given /repaid during the year /period

Holding Company 5201.56 1389.30 1701.89 - - Associates Company - 30.90 - 672.36 997.00

Guarantees Given

Subsidiary Company 151.07 151.07 151.07 79.10 79.10

Outstanding balance included in Debtors

Holding Company - 0.61 - - - Associates Company 5443.95 3049.58 1214.29 122.15 13.68 Subsidiary Company - - - - -

Outstanding balance included in Loans (Assets)

Holding Company - - - - - Associates Company 415.76 185.68 72.96 25.96 19.24 Subsidiary Company - 18.60 - - -

Outstanding balance included Unsecured Loan

Holding Company - 15.97 239.30 - - Associates Company - - - 660.52 658.24 Subsidiary Company - - - - -

Outstanding balance included in Current Liabilities

Holding Company 18.20 377.54 490.54 - - Associates Company 1979.43 5165.86 1953.70 2107.94 6.59 Subsidiary Company 24.40 - 8.32 35.16 23.23

Interest Received Holding Company - - - - -

xxi

Associates Company 11.22 9.11 2.78 - - Interest Paid Holding Company 196.74 20.11 50.67 - -

Associates Company - - - 44.84 62.69 Dividend Paid Holding Company 322.68 135.60 - - -

Associates Company - - - - - Subsidiary Company - - - - -

Share of Profit in Joint Venture

Holding Company - - - - - Associates Company 296.43 90.52 - - - Subsidiary Company - - - - -

Share of Loss in Joint Venture

Holding Company - - - - - Associates Company 147.38 12.43 11.26 0.15 1.88 Subsidiary Company - - - - -

Note: Associate Company includes Joint Ventures and Associates Firms.

Transactions with key management personnel and their relatives: (Rs. Lakhs)

Nature of Transaction

Relationship FY 08-09 FY 07-08 FY 06-07 FY 05-06 FY 04-05

Unsecured Loans Received

Directors

- - 60.64 - 524.81

Repayment of Unsecured Loans

Directors - 39.75 510.85 41.26 100.49

Fixed Deposit Matured and Renewed During the Year

Relatives of Directors

- 1.00 3.75 2.75 3.75

Fixed Deposit Matured and Repaid During the period

Relatives of Directors

1.00 - - - 6.00

Outstanding balance included in Unsecured Loan

Directors - - 39.75 489.96 531.22

Interest Paid Relatives of Directors

0.00 0.28 0.42 0.17 0.77

Salary /Remuneration

Directors 168.02 199.18 154.90 42.28 69.38

Dividend Paid Directors & Relatives of Directors

27.47 10.80 - - -

5. For details of transactions in Equity Shares of the Company by the Promoter and Promoter Group

in the last six months preceding the date of this Letter of Offer please refer section “Capital Structure” beginning on page 13 of this Letter of Offer.

xxii

6. For details of loans and advances made by the Company to companies in which the Directors are

interested please refer “Financial Statements” beginning on page 100 of this Letter of Offer.

7. For details of interests of Company’s Directors and key managerial personnel, please see the section “Management” beginning on page 68 of this Letter of Offer. For details of interests of the Promoters see the section “Promoters” beginning on page 95 of this Letter of Offer.

8. See section “Terms of the Issue” for details of Basis of Allotment begining on page 356 of this

Letter of Offer.

9. The Lead Manager and the Company are obliged to keep this Letter of Offer updated and inform the public of any material change/development until the listing and trading of Equity Shares offered under the Issue commences.

10. All information shall be made available by the Lead Manager and the Company to the public and

investors at large and no selective or additional information would be available only to a section of the investors in any manner whatsoever.

1

THE ISSUE

(Terms appearing on this page are an inherent part of the “Terms of the Issue” as described in this Letter of Offer and should be read in conjunction with all other terms) No. of Equity Shares to be issued : 36,28,058 Equity Shares Issue Size : Rs. 3,990.86 lakhs Entitlement Ratio (Equity Shares) : The Equity Shares are being offered on rights basis to the

existing Equity Shareholders of the Company in the ratio of 1 (One) Equity Share for every 5 (Five) Equity Shares held as on the Book Closure Date i.e. July 31, 2009.

Face Value : Rs 10/- Offer Price : Rs. 110/- per Equity Share Application Money : Rs. 110/- per Equity Share Equity Shares outstanding prior to the Issue

: 1,81,40,290 Equity Shares

Equity Shares outstanding after the Issue

: 2,17,68,348 Equity Shares

Use of proceeds Please see section titled “Objects of the Issue” beginning on page 31 of this Letter of Offer.

2

SUMMARY FINANCIAL INFORMATION SUMMARY STATEMENT OF ASSETS AND LIABILITIES (AS RESTATED)

Particulars As at

March 31, 2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at September

30, 2005 A Fixed Assets Gross Block 29074.97 23104.04 12652.37 8173.94 7249.96 Less : Depreciation 7053.30 4308.12 2887.04 2361.01 2172.07 Net Block 22021.67 18795.92 9765.33 5812.93 5077.89 Capital Work in

Progress 203.07 148.87 0.00 125.21 30.92

Total 22224.74 18944.79 9765.33 5938.14 5108.81 B Investments 51.15 51.15 51.15 51.15 51.15 C Deferred Tax Assets 0.00 0.00 0.00 20.60 95.74 D Current Assets, Loans

and Advances

Inventories 8084.72 10304.92 2903.98 1466.93 1433.38 Sundry Debtors 43194.77 26984.31 16745.53 8104.74 6921.78 Cash and Bank Balances

* 1174.60 1615.97 4156.87 878.58 894.07

Loans and Advances 6879.18 5971.76 2785.92 1654.45 1377.29 Total 59333.27 44876.96 26592.30 12104.70 10626.52 E Liabilities and

Provisions

Loan Funds Secured 17483.41 11096.44 5723.02 4186.66 6009.86 Unsecured 2160.41 183.16 563.68 1521.55 1676.36 Total 19643.82 11279.60 6286.70 5708.21 7686.22 F Deferred Tax Liability 770.01 1139.57 833.00 0.00 0.00 G Current Liabilities and

Provisions

Current Liabilities 38042.05 32347.68 15948.07 8345.25 4343.97 Provisions 2958.06 2052.51 969.83 338.64 261.04 Total 41000.11 34400.19 16917.90 8683.89 4605.01 H Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99

* Cash and Bank balance includes Fixed Deposits on which the Banks have a lien.

3

(Rs. Lakhs)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at September

30, 2005 Represented by : I Shareholder's Funds Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64 Reserves 16015.60 12989.51 10557.15 2560.85 2468.54 Total 20354.63 17328.54 12371.18 3722.49 3630.18 Less J Profit & Loss Account

( Debit Balance ) 0.00 0.00 0.00 0.00 39.19

K

Miscellaneous Expenditure (to the extent not written off or adjusted)

159.41 275.00 0.00 0.00 0.00

L Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99

4

STATEMENT OF PROFITS AND LOSSES AS RESTATED (Rs. Lakhs)

Particulars For the year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For The 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Income Contract Receipts 130898.53 91498.18 50021.29 14199.62 35023.75 Other Income 1045.84 564.16 173.45 131.40 468.12 Increase / (Decrease) in Work in Progress

(2103.46) 2396.49 426.95 (75.84) 614.13

Total Income 129840.91 94458.83 50621.69 14255.18 36106.00 Expenditure Cost of Materials 55812.01 44191.88 22088.68 7030.79 18011.27 Work Charges 34254.98 22978.71 15120.49 3077.41 8868.03 Construction Expenses 12428.96 8720.24 3572.88 1329.83 3817.04 Payment to Employees 8868.24 6069.30 3108.36 1018.36 2312.54 Other Expenses 7052.53 4818.37 2497.91 879.84 2650.28 Total Expenditure Before Interest, Depreciation, Tax

118416.72 86778.50 46388.32 13336.23 35659.16

Profit/ (Loss) Before Interest, Depreciation, Tax

11424.19 7680.33 4233.37 918.95 446.84

Interest 3245.96 1255.96 1018.03 493.10 1689.09 Depreciation 2983.36 1654.99 686.52 201.04 531.64 Total 6229.32 2910.95 1704.55 694.14 2220.73 Profit/ (Loss) before Tax 5194.87 4769.38 2528.82 224.81 (1773.89)Taxation (Current Year) 1811.32 1290.58 28.26 0.00 0.00Deferred Tax Provision (369.56) 341.43 853.60 75.14 (627.46)Fringe Benefit Tax 77.00 65.78 41.49 18.18 10.55 Net Profit/ (Loss) after Tax 3676.11 3071.59 1605.47 131.49 (1156.98)

Notes:

1. For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as

base and corresponding changes are made in the earlier years, wherever necessary, major being:

a. Figures of increase / (decrease) in Work In Progress are shown separately and excluded from Cost of Materials.

b. Figures of Work Charges are shown separately and excluded from Construction expenses. c. Figures of heavy vehicle maintenance charges are excluded from Other Expenses and included

into Construction expenses

5

CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

(Rs. Lakhs)

Particulars As at March

31, 2009

As at March 31,

2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 A Fixed Assets Gross Block 29423.77 23452.71 12896.87 8404.37 7467.31

Less : Depreciation 7209.27 4441.24 2999.35 2462.28 2268.54

Net Block 22214.50 19011.47 9897.52 5942.09 5198.77

Capital Work in Progress 203.07 148.87 95.21 125.21 30.92

Total 22417.57 19160.34 9992.73 6067.30 5229.69

B Investments 3.62 3.62 3.62 3.62 3.62

C Deferred Tax Assets 0.00 0.00 0.00 16.26 92.13

D Current Assets, Loans and Advances

Inventories 8125.60 10337.82 2944.32 1518.60 1475.63

Sundry Debtors 43217.93 26991.19 16757.66 8156.04 6947.02

Cash and Bank Balances * 1180.06 1634.47 4160.96 879.27 896.70

Loans and Advances 6900.55 5987.28 2808.20 1666.37 1389.56

Total 59424.14 44950.76 26671.14 12220.28 10708.91

E Liabilities and Provisions

Loan Funds

Secured 17602.36 11216.82 5865.71 4252.65 6069.14

Unsecured 2160.41 183.16 563.68 1521.55 1676.36

Total 19762.77 11399.98 6429.39 5774.20 7745.50

F Deferred Tax Liability 760.25 1127.13 824.62 0.00 0.00

G Current Liabilities and Provisions

Current Liabilities 38132.63 32451.92 16032.70 8405.12 4373.80

Provisions 2960.20 2052.51 969.83 338.64 262.40

Total 41092.83 34504.43 17002.53 8743.76 4636.20

H Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

* Cash and Bank Balances include fixed deposit on which the Banks have a lien.

6

Represented by :

I Shareholder's Funds

Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64

Reserves 16050.29 13019.66 10597.52 2628.52 2491.73

Total 20389.32 17358.69 12411.55 3790.16 3653.37

J Miscellaneous Expenditure (to

the extent not written off or adjusted)

159.84 275.51 0.59 0.66 0.70

k Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

7

CONSOLIDATED SUMMARY STATEMENT OF PROFIT & LOSS, AS RESTATED

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For The 6 months ended on March 31, 2006

For the 18 months ended on September 30, 2005

Income Contract Receipts 131195.21 91846.84 50219.97 14436.48 35351.39Other Income 1051.74 569.56 171.74 124.30 443.36Increase / (Decrease) in Work in Progress (2094.28) 2397.25 416.33 (75.84) 611.62

Total Income 130152.67 94813.65 50808.04 14484.94 36406.37 Expenditure Cost of Materials 55561.70 44043.99 21952.17 7022.20 17706.13Work Charges 34438.32 23146.96 15175.28 3077.41 8868.03Construction Expenses 12585.48 8870.76 3690.89 1458.67 4136.30Payment to Employees 8908.70 6109.78 3144.93 1034.20 2352.54Other Expenses 7187.59 4937.55 2629.59 957.61 2846.57Total Expenditure before Interest, Depreciation, Tax 118681.79 87109.04 46592.86 13550.09 35909.57

Profit/ (Loss) Before Interest, Depreciation, Tax 11470.88 7704.61 4215.18 934.85 496.80

Interest 3260.27 1272.18 1028.38 496.54 1701.46Depreciation 3006.21 1676.90 697.55 205.84 547.01Total 6266.48 2949.08 1725.93 702.38 2248.47Profit/ (Loss) before Tax 5204.40 4755.53 2489.25 232.47 (1751.67)Taxation (Current Year) 1811.43 1290.58 28.26 2.21 1.36Deferred Tax Provision (366.33) 337.36 840.88 75.87 (627.69)Fringe Benefit Tax 77.44 66.23 41.94 18.39 10.73Net Profit/ (Loss) after tax 3681.86 3061.36 1578.17 136.00 (1136.07)

1. For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as base and corresponding changes are made in the earlier years, wherever necessary, major being:

a. Figures of increase / (decrease) in Work In Progress are shown separately and excluded from Cost of Materials.

b. Figures of Work Charges are shown separately and excluded from Construction expenses. c. Figures of heavy vehicle maintenance charges are excluded from Other Expenses and included

into Construction expenses

8

(i) The increase in net block of fixed assets of Rs. 9113.95 lakhs from March 31, 2007 to March 31, 2008 was mainly due to the net addition of plant & machinery to the tune of Rs. 8491 lakhs. During the year 2007-08, the Company had to execute few major infrastructure projects which needed substantial investment in crushing plant, motor graders, batching plant, piling rig, compactors etc. The company also had to make additional investments to expedite some of the existing and new building projects. The increase in plant and machinery was inevitable for achieving major growth during 2007-08. This will also increase execution capacity of the company in the long run.

(ii) The level of inventory increased from Rs. 2944.32 lakhs as at March 31, 2007 to Rs. 10337.82

lakhs as on March 31, 2008 due to increase in overall turnover as well as no. of projects. The level of inventory also depends on the nature of projects, contractual conditions etc. If the scope of the project includes steel and cement to be supplied by the Company, the level of inventory will be higher. Most of the projects executed during the year 2007-08 were having steel and cement in the scope of the Company which resulted into higher inventory. In one of the projects, the company had to import raw materials in bulk which was required to be consumed over few months. This has also resulted into additional inventory as on March 31, 2008.

(iii) The debtors have increased during the period March 31, 2007 to March 31, 2009. Though the

value of debtors in absolute terms have gone up, there is an improvement in terms of the no. of day’s sales outstanding as per the figures shown below.

Particulars As at March

31, 2009 As at March

31, 2008 As at March

31, 2007 Debtors ( Rs. Lakhs) 43217.93 26991.19 16757.66Annual Turnover (Rs. Lakhs) 131195.21 91846.84 50219.97Avg. Daily Turnover (Rs. Lakhs) 359.44 251.63 137.58Debtors outstanding as a no. of Day’s Turnover (Days)

120 107 122

The above analysis indicates that, the debtors have increased in absolute terms mainly due to increase in the turnover of the company but relatively it has not increased in the same proportion as that of increase in turnover. The debtors in terms of no. of day’s turnover outstanding has improved in FY 2007-08 and remained constant in FY 2008-09 as compared to FY 2006-07.

(iv) The amount of loans and advances have gone up during the period March 31, 2007 to March,

31, 2009 due to major growth in turnover, advance payment to the suppliers and back to back services agencies such as lift, fire fighting, air-conditioning, electrical work etc. There is also major increase in advance income tax on account of tax deducted at source by clients during the same period. Further, due to increase in prepaid expenses such as bank guarantee commission, site infrastructure etc. the overall amount of loans and advances have gone up.

9

GENERAL INFORMATION

Dear Shareholder(s) Pursuant to the resolution passed by the Board of Directors at their meeting held on January 29, 2009, it has been decided to make the following offer to the Equity Shareholders of the Company: ISSUE OF 36,28,058 EQUITY SHARES OF Rs. 10/- EACH AT A PREMIUM OF Rs. 100/- PER EQUITY SHARE AGGREGATING TO RS. 3,990.86 LAKHS TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 (ONE) EQUITY SHARE FOR EVERY 5 (FIVE) EQUITY SHARES HELD ON THE BOOK CLOSURE DATE i.e. JULY 31, 2009 (“ISSUE”). THE ISSUE PRICE IS 11 TIMES THE FACE VALUE OF THE EQUITY SHARE. Registered Office of the Company: JMC Projects (India) Limited CIN No.: L45200GJ1986PLC008717 Registered Office: A-104, Shapath-4, Opposite Karnavati Club, S. G. Road, Ahmedabad – 380 051, India. Tel: +91-79- 3001 1500 Fax: +91-79-3001 1600/1700 E-mail: cs@jmcprojects.com Website: www.jmcprojects.com Address of the Registrar of Companies, Gujarat, Dadra & Nagar Haveli: ROC Bhavan, Opp. Rupal Park Society, Near Ankur Bus Stand, Naranpura, Ahmedabad – 380 013. The Equity Shares of the Company are listed on BSE and NSE. Board of Directors Name of the Director Designation Mr. D. R. Mehta Chairman Mr. Hemant Modi Vice Chairman & Managing Director Mr.Suhas Joshi Managing Director Mr.Kamal Jain Director Mr.Mahendra G Punatar Director Mr.Ramesh Sheth Director Mr.Manish Mohnot Director

For more details regarding the Directors please refer to “Management” beginning on page 68 of this Letter of Offer. Company Secretary & Compliance Officer Mr. Ashish Shah A-104, Shapath –4 Opposite Karnavati Club, S.G. Road Ahmedabad – 380 051 Tel: +91-79- 3001 1500 Fax: +91-79-3001 1600/1700 Email: cs@jmcprojects.com

10

Investors may contact the Compliance Officer for any pre-Issue/post Issue related matter. Legal Advisors to the Company Singhi & Co. Advocates, Solicitor & Notary 7-8, Premchand House Annexe Ashram Road Ahmedabad – 380 009. Tel: +91-79-2658 8336 Fax: +91-79-2658 7536 Email: singhi@icenet.net Bankers of the Company Oriental Bank of Commerce “Neel Kamal”, Opp: Sales India Ashram Road Ahmedabad – 380 009. Tel: +91- 79-2754 2029 Fax: +91-79-2754 1113 Email: bm0170@obc.co.in The Karur Vysya Bank Limited Sakar VII, B Block, Ashram Road Ahmedabad – 380 009. Tel: +91-79-2754 6247 Fax: +91-79-2754 6087 Email: swaminathankp@kvbmail.com State Bank of India “Paramsiddhi Complex” Opp: V S Hospital, Ellisbridge Ahmedabad – 380 006. Tel: +91-79-2658 5623 Fax: +91-79-2658 1512 Email: v.kumar@sbi.co.in Indian Bank Ahmedabad Main Branch Mission Road Bhadra, Ahmedabad - 380 001. Tel: +91-79-2550 6641/7087 Fax: +91-79-2550 6583 Email: ahmedabadmain@indianbank.co.in Punjab National Bank Shastri Park Branch Nehrunagar Circle Ahmedabad - 380 015.

11

Tel: +91-79-2630 5447 Fax: +91-79-2630 9353 Email: rajivsaxena@pnb.co.in Axis Bank “Trishul”, Opp. Samartheshwar Mahadev Temple Law Garden Road Ahmedabad 380 006 Tel: +91-79-6630 6102 Fax: +91-79-6630 6109 Email: santoshkumar.bajpai@axisbank.com Lead Manager to the Issue

Collins Stewart Inga Private Limited A-404, Neelam Centre Hind Cycle Road, Worli Mumbai – 400 030. Tel: +91-22-2498 2937/19/54 Fax :+91-22-2498 2956 Email: jmc.rights@csinga.com Website: www.csinga.com Contact Person: Mr. Ashwani Tandon / Ms. Deepa Mutha Bankers to the Issue IDBI Bank Ltd. IDBI Complex Opp. Muni. Staff Quarters Nr. Lal Bungalow, Off. C. G. Road Post Bag No. 22 Ahmedabad - 380 006. Tel: +91-79-2656 3911/4149/4994 Fax: +91-79-2640 0814 Email: sg.nadkarni@idbi.co.in Website: www.idbi.com Contact Person: Mr. S. G. Nadkarni Registrar to the Issue Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai - 400 078. Tel: +91-22-2596 0320 Fax: +91-22-2596 0329 Email: jmc.rights@linkintime.co.in Website: www.linkintime.co.in Contact Person: Mr. Praveen Kasare

12

Auditors of the Company Sudhir N Doshi & Co. Chartered Accountants 22, Empire Tower, 2nd Floor, Adjoining Associated Petrol Pump, C. G. Road, Ellisbridge, Ahmedabad – 380 006 Tel: +91-79-2644 9403 Email: sudhirdoshi@rediffmail.com Kishan M Mehta & Co. Chartered Accountants 6, Premchand House Annexe Ashram Road Ahmedabad - 380 009 Tel: +91-79-2658 1570 Fax: +91-79-2658 5229 Email: kishanmmehtaco@gmail.com Registrar to the Company Pinnacle Shares Registry Pvt. Ltd. Near Asoka Mills Naroda Road Ahmedabad – 380 025 Tel: +91-79-2220 0338 Fax: +91-79-2220 2963 Email: girish.patel@psrpl.com Credit Rating This being an issue of Equity Shares, no credit rating is required. Minimum Subscription Clause

If the Company does not receive application money for atleast 90% of the Issued amount the entire subscription will be refunded to the Applicants within 15 days from the date of closure of the Issue. If there is a delay in the refund of application money by more than eight days after the Company becomes liable to pay the amount (15 days after closure of the Issue), the Company will pay interest for the delayed period at prescribed rates in sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

13

CAPITAL STRUCTURE

The Capital Structure of the Company and related information is set forth below: Particulars Aggregate

Nominal Value

(Rs.)

Aggregate Value at

Issue Price

(Rs.)

Authorised Share Capital

2,47,50,000 Equity Shares of Rs. 10/- each

12,50,000 Preference Shares of Rs. 202/- each

24,75,00,000

25,25,00,000

Issued, subscribed and paid up capital

1,81,40,290 Equity Shares of Rs. 10/- each

12,50,000 Preference Shares of Rs. 202/- each

18,14,02,900

25,25,00,000

Present Issue being offered to the Equity Shareholders through the Letter of Offer

36,28,058 Equity Shares of Rs. 10/- each at a premium of Rs. 100/- each

3,62,80,580

39,90,86,380

Issued, subscribed and paid up capital after the Issue

2,17,68,348 Equity Shares of Rs. 10/- each

21,76,83,480

Securities Premium Account

Existing securities premium account

Securities premium account after the Issue

90,87,14,898

1,27,15,20,698

14

Notes to Capital Structure 1. Details of Capital Structure of the Company since inception

Date of allotment

No. of Equity Shares allotted

Face value (Rs.)

Issue Price (Rs.)

Cumulative no. of shares

Consideration Remarks

June 26, 1986 200 100 100 200 Cash Initial Subscription June 27, 1987 500 100 100 700 Cash Issue to Promoters March 20, 1988 1300 100 100 2000 Cash Issue to Promoters March 31, 1989 4000 100 100 6000 Cash Issue to Promoters July 10, 1990 2000 100 100 8000 Cash Issue to Promoters June 20, 1993 80000 10 - 80000 -- Split of Equity

Shares from face value Rs. 100/- each to Rs. 10/- each

June 20, 1993 500000 10 Nil 580000 N.A Bonus Issue June 30, 1993 93000 10 10 673000 Cash Issue to Promoters May 3, 1994 471100 10 Nil 1144100 N.A Bonus Issue June 20, 1994 355900 10 10 1500000 Cash Issue to Promoters December 2, 1994 1597700 10 24 3097700 Cash Public Issue February 24, 2000 1548850 10 Nil 4646550 N.A Bonus Issue September 9, 2005 6969825 10 45 11616375 Cash Rights Issue October 9, 2006 38013 10 107 11654388 Cash Warrant Conversion November 9, 2006 286507 10 106 11940895 Cash Warrant Conversion November 17, 2006 4646550 10 100 16587445 Cash Rights Issue December 10, 2006 105725 10 119 16693170 Cash Warrant Conversion January 9, 2007 64698 10 134 16757868 Cash Warrant Conversion February 6, 2007 1328767 10 152 18086635 Cash Warrant Conversion March 10, 2007 53655 10 182 18140290 Cash Warrant Conversion

Build up of Preference Share Capital

Date of allotment

No. of preference

shares allotted

Face value (Rs.)

Issue Price (Rs.)

Cumulative no. of shares

Consideration Remarks

June 11, 2007 12,50,000 202 202 12,50,000 Cash Preferential allotment of 6% Optionally Convertible Preference Shares to the Promoters of the Company. The holder of OCPS had an option to convert their OCPS into

15

Equity Shares of the Company during the exercise period. The option was not exercised by the holders within the exercise period and the same was automatically converted into 6% Non Cumulative Redeemable Preference Shares as per the terms of OCPS issue on December 11, 2008.

2. Build up of Promoter and Promoter Group

Name of

Promoter and Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

Hemant Modi 100 100 June 26, 1986 June 26, 1986

100.00 Subscriber to Memorandum

250 100

June 27, 1987 June 27, 1987 100.00 Allotment

against Cash

150 100

March 20, 1988 March 20, 1988

100.00 Allotment against Cash

2040 100

March 31, 1989 March 31, 1989

100.00 Allotment against Cash

25400 10 June 20, 1993 June 20, 1993 - Split of Equity Shares from face value Rs. 100/- each to Rs. 10/- each

158750 10 June 20, 1993 June 20, 1993 0.00 Bonus Shares 128905 10 May 3, 1994 May 3, 1994 0.00 Bonus Shares

14 10

June 20, 1994 June 20, 1994 10.00 Allotment

against Cash

200 10 December 2,

1994 December 2, 1994

24.00 Allotment in Public Issue

(1700) 10 January 31,

1995 January 31, 1995

(24.00) Sold

(1100) 10 February 28,

1995 February 28, 1995

(24.00) Sold

(500) 10

March 31, 1995 March 31, 1995

(24.00) Sold

(1000) 10 April 29, 1995 April 29, 1995 (24.00) Sold (1100) 10 July 15, 1995 July 15, 1995 (24.00) Sold

(200) 10 October 31,

1995 October 31, 1995

(40.00) Sold

16

Name of Promoter and

Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

1500 10 December 31,

1995 December 31, 1995

40.00 Purchased

2000 10 January 31,

1996 January 31, 1996

40.00 Purchased

3000 10 August 20,

1997 August 20, 1997

40.00 Purchased

2300 10 November 29,

1997 November 29, 1997

45.96 Purchased

200 10 January 31,

1998 January 31, 1998

50.00 Purchased

2000 10 March 16,

1998 March 16, 1998

50.00 Purchased

300 10 June 30, 1998 June 30, 1998 45.94 Purchased 100 10 July 30, 1998 July 30, 1998 70.00 Purchased

600 10 December 16,

1998 December 16, 1998

45.95 Purchased

(5) 10 December 31,

1999 December 31, 1999

0.00 Sold (gifted)

159832 10 February 24,

2000 February 24, 2000

0.00 Bonus Shares

100 10 December 7,

2000 December 7, 2000

32.00 Purchased

100 10 January 4,

2001 January 4, 2001

32.00 Purchased

(3500) 10 December 31,

2001 December 31, 2001

(20.00) Sold

(3500) 10 July 15, 2002 July 15, 2002 (20.00) Sold

1000 10 September 17,

2004 September 17, 2004

22.00 Purchased

(352243) 10 February 28,

2005 February 28, 2005

(40.00) Acquisition by KPTL

(100000) 10 March 1, 2005 March 1, 2005 (40.00) Acquisition by

KPTL

136451 10 September 9,

2005 September 9, 2005

45.00 Allotment in 1st Rights Issue

5100 10 November 10,

2005 November 10, 2005

71.33 Purchased

5000 10 November 11,

2005 November 11, 2005

73.31 Purchased

4800 10 November 22,

2005 November 22, 2005

77.62 Purchased

107959 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

45483 10 February 6, 2007

February 6, 2007

152.00 Allotment pursuant to warrant conversion

(2337) 10 November 27,

2007 November 27, 2007

510.06 Sold

17

Name of

Promoter and Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

(3697) 10 November 28,

2007 November 28, 2007

497.59 Sold

(13966) 10 November 29,

2007 November 29, 2007

498.96 Sold

(6000) 10 December 5,

2007 December 5, 2007

507.99 Sold

33754 10 July 11, 2008 July 11, 2008 0.00 Received gift from Nina Shishir Modi

Shares available with Mr. Hemant Modi as on date

334000 10

Suhas Joshi 100 100 June 26, 1986 June 26, 1986 100.00 Subscriber to

Memorandum

250 100 June 27, 1987 June 27, 1987 100.00 Allotment

against Cash

630 100 March 20,

1988 March 20, 1988

100.00 Allotment against Cash

1960 100 March 31,

1989 March 31, 1989

100.00 Allotment against Cash

29400 10 June 20, 1993 June 20, 1993 - Split of Equity Shares from face value Rs. 100/- each to Rs. 10/- each

183750 10 June 20, 1993 June 20, 1993 0.00 Bonus Shares 149205 10 May 3, 1994 May 3, 1994 0.00 Bonus Shares

200 10 December 2,

1994 December 2, 1994

24.00 Allotment in Public Issue

(3900) 10 January 31,

1995 January 31, 1995

(24.00) Sold

(1200) 10 February 28,

1995 February 28, 1995

(24.00) Sold

(100) 10 March 31,

1995 March 31, 1995

(24.00) Sold

1500 10 December 31,

1995 December 31, 1995

38.00 Purchased

3500 10 November 29,

1997 November 29, 1997

42.86 Purchased

(5) 10 December 31,

1999 December 31, 1999

0.00 Sold (gifted)

181175 10 February 24,

2000 February 24, 2000

0.00 Bonus Shares

8100 10 July 13, 2001 July 13, 2001 25.56 Purchased 2150 10 July 21, 2001 July 21, 2001 22.32 Purchased

(432322) 10 February 28,

2005 February 28, 2005

(40.00) Sold to KPTL pursuant to SPA

18

Name of

Promoter and Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

(100000) 10 March 1, 2005 March 1, 2005 (40.00) Sold to KPTL

pursuant to SPA

35201 10 September 9,

2005 September 9, 2005

45.00 Allotment in 1st Rights Issue

24050 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

11733 10 February 6, 2007

February 6, 2007

152.00 Allotment pursuant to warrant conversion

(5000) 10 December 5,

2007 December 5, 2007

555.42 Sold

(5000) 10 December 11,

2007 December 11, 2007

558.38 Sold

1290 10 June 23, 2008 June 23, 2008 214.05 Purchased Balance available with Mr. Suhas Joshi as on date

83727 10

Kalpataru Power Transmission Ltd

1640000 10 February 28, 2005

February 28, 2005

40.00 Acquired from Promoters & their relatives

200000 10 March 1, 2005 March 1, 2005 40.00 Acquired from Promoters & their relatives

10300 10 March 10,

2005 March 10, 2005

40.00 Received in open offer

58142 10 March 21,

2005 March 21, 2005

40.00 Received in open offer

227000 10 March 22,

2005 March 22, 2005

91.41 Purchased

2500 10 March 30,

2005 March 30, 2005

89.47 Purchased

3508057 10 September 9,

2005 September 9, 2005

45.00 Allotment in 1st Rights Issue

115867 10 March 30,

2006 March 30, 2006

231.45 Purchased

34133 10 March 31,

2006 March 31, 2006

247.24 Purchased

2489420 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

1169352 10 February 6, 2007

February 6, 2007

152.00 Allotment pursuant to warrant conversion

8827 10 March 22,

2007 March 22, 2007

181.21 Purchased

19

Name of Promoter and

Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

4173 10 March 28, 2007

March 28, 2007 180.69 Purchased

3000 10 December 30, 2008

December 30, 2008 54.37 Purchased

49171 10 December 31, 2008

December 31, 2008 56.31 Purchased

351 10 January 2, 2009

January 2, 2009 64.53 Purchased

15377 10 January 7, 2009

January 7, 2009 64.70 Purchased

1391 10 January 9, 2009

January 9, 2009 59.43 Purchased

4228 10 January 12, 2009

January 12, 2009 60.42 Purchased

1751 10 January 13, 2009

January 13, 2009 60.36 Purchased

830 10 January 14, 2009

January 14, 2009 61.23 Purchased

3505 10 January 15, 2009

January 15, 2009 59.95 Purchased

4255 10 January 30, 2009

January 30, 2009 53.71 Purchased

2225 10 February 2, 2009

February 2, 2009 50.30 Purchased

3914 10 February 3, 2009

February 3, 2009 49.74 Purchased

6700 10 February 4, 2009

February 4, 2009 53.61 Purchased

9315 10 February 5, 2009

February 5, 2009 55.16 Purchased

893 10 February 26, 2009

February 26, 2009 54.62 Purchased

3874 10 March 3, 2009 March 3, 2009 54.75 Purchased 248 10 March 4, 2009 March 4, 2009 54.88 Purchased 1803 10 March 5, 2009 March 5, 2009 54.86 Purchased 832 10 March 6, 2009 March 6, 2009 55.23 Purchased 6000 10 March 9, 2009 March 9, 2009 52.65 Purchased

531 10 March 13, 2009

March 13, 2009 52.36 Purchased

30000 10 March 18, 2009

March 18, 2009 55.97 Purchased

Balance available with Kalpataru Power Transmission Ltd. as on date

9617965 10

20

Name of

Promoter and Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

Sonal Modi 620 100 July 10, 1990 July 10, 1990 100.00 Allotment

Against Cash

6200 10 June 20, 1993 June 20, 1993 10.00 Split of Equity Shares from face value Rs. 100/- each to Rs. 10/- each

38750 10 June 20, 1993 June 20, 1993 0.00 Bonus Shares

21500 10

June 30, 1993 June 30, 1993 10.00 Allotment

against Cash 46515 10 May 3, 1994 May 3, 1994 0.00 Bonus Shares

400 10 January 31,

1996 January 31, 1996

40.00 Purchased

2100 10 June 15, 1996 June 15, 1996 50.00 Purchased

200 10 December 31,

1996 December 31, 1996

40.00 Purchased

500 10 October 29,

1997 October 29, 1997

40.00 Purchased

700 10 April 15, 1998 April 15, 1998 50.00 Purchased

(400) 10 September 30,

1999 September 30, 1999

(60.00) Sold

5 10 December 31,

1999 December 31, 1999

0.00 Purchased

1000 10 February 22,

2000 February 22, 2000

54.00 Purchased

58735 10 February 24,

2000 February 24, 2000

0.00 Bonus Shares

5800 10 April 30, 2000 April 30, 2000 32.07 Purchased 600 10 May 15, 2000 May 15, 2000 30.00 Purchased 1300 10 May 23, 2000 May 23, 2000 30.00 Purchased

100 10 August 10,

2000 August 10, 2000

45.00 Purchased

50 10 August 24,

2000 August 24, 2000

45.00 Purchased

200 10 October 19,

2000 October 19, 2000

33.00 Purchased

100 10 March 8, 2001 March 8, 2001 30.00 Purchased 10 10 July 21, 2001 July 21, 2001 22.00 Purchased

100 10 August 2,

2001 August 2, 2001

17.95 Purchased

651 10 November 26,

2001 November 26, 2001

22.50 Purchased

350 10 December 7,

2001 December 7, 2001

21.50 Purchased

100 10 March 5, 2002 March 5, 2002 20.00 Purchased 1000 10 July 29, 2003 July 29, 2003 26.00 Purchased

21

Name of Promoter and

Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

1000 10 August 4,

2003 August 4, 2003

22.00 Purchased

1000 10 March 17,

2004 March 17, 2004

15.00 Purchased

300 10 March 26,

2004 March 26, 2004

14.00 Purchased

(188866) 10 February 28,

2005 February 28, 2005

(40.00) Sold to KPTL pursuant to SPA

1000 10 February 28,

2005 February 28, 2005

72.00 Purchased

1500 10 September 9,

2005 September 9, 2005

45.00 Allotment in 1st Rights Issue

1000 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

2000 10 January 2,

2007 January 2, 2007

194.81 Purchased

500 10 February 6, 2007

February 6, 2007

152.00 Allotment pursuant to warrant conversion

33746 10 July 11, 2008 July 11, 2008 0.00 Gift received from Nina Shishir Modi

Balance available with Sonal Modi as on date

39746 10

Rasilaben Vindochandra Modi

800 10 June 20, 1994 June 20, 1994 10.00 Allotment against cash

400 10 February 24,

2000 February 24, 2000

0.00 Bonus shares

3199 10 September 9,

2005 September 9, 2005

45.00 Allotment in 1st Rights Issue

750 10 September 15, 2005

September 15, 2005

0.00 Transferred from Vinodchandra Keshavlal Modi due to death

(1950) 10 September 19,

2005 September 19, 2005

107.00 Sold

1358 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

1017 10 November 9, 2006

November 9, 2006

106.00 Allotment pursuant to warrant conversion

22

Name of

Promoter and Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

50 10 December 10, 2006

December 10, 2006

119.00 Allotment pursuant to warrant conversion

Balance available with Rasilaben Vinodchandra Modi as on date

5624 10

Varsha Hiren Gandhi

500 10 June 30, 1999 June 30, 1999 48.00 Purchased

250 10 February 24,

2000 February 24, 2000

0.00 Bonus shares

1125 10 September 9,

2005 September 9, 2005

45.00 Allotment in 1st Rights Issue

1796 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

375 10 February 6, 2007

February 6, 2007

152.00 Allotment pursuant to warrant conversion

Balance available with Varsha Hiren Gandhi as on date

4046 10

Ami Hemantbhai Modi

200 100 July 10, 1990 July 10, 1990 100.00 Allotment against cash

2000 10 June 20, 1993 June 20, 1993 - Split of Equity Shares from face value Rs. 100/- each to Rs. 10/- each

12500 10 June 20, 1993 June 20, 1993 0.00 Bonus Shares 10150 10 May 3, 1994 May 3, 1994 0.00 Bonus Shares

12325 10 February 24,

2000 February 24, 2000

0.00 Bonus Shares

908 10 March 17,

2004 March 17, 2004

15.00 Purchased

(37883) 10 February 28,

2005 February 28, 2005

(40.00) Sold to KPTL pursuant to SPA

2000 10 August 26,

2005 August 26, 2005

93.00 Purchased

2000 10 October 5,

2005 October 5, 2005

86.70 Purchased

1000 10 October 11,

2005 October 11, 2005

74.05 Purchased

23

Name of Promoter and

Promoter Group

No. of shares

Face value (Rs.)

Date of allotment /

acquisition / sale

Date of making fully

paid

Price/ Consider

ation Rs. per share

Nature of Issue

2123 10 November 17,

2006 November 17, 2006

100.00 Allotment in 2nd Rights Issue

1000 10 September 22,

2008 September 22, 2008

146.61 Purchased

Balance available with Ami Hemantbhai Modi as on date

8123 10

3. Shareholding pattern as per clause 35 of the Listing Agreement as on July 31, 2009

Category Cod

e

Category of Shareholder No. of share

holders

Total no. of shares

No. of shares in Demate-rialized mode

Total Shareholding as a percentage of number

of shares

Shares Pledged or otherwise encumbered

As a percentage of (A+B)

As a percentage of (A+B+C)

No. of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) =

(VIII) / IV * 100

A Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu

Undivided Family 8 475266 475266 2.62 2.62 0 0.00

(b) Central Government/ State Government(s)

(c) Bodies Corporate 1 9617965 9617965 53.02 53.02 0 0.00 (d) Financial Institutions/

Banks

(e) Any Others(Specify) Sub Total(A)(1) 9 10093231 10093231 55.64 55.64 0 0.00

2 Foreign (a) Individuals (Non-

Residents Individuals/ Foreign Individuals)

(b) Bodies Corporate (c) Institutions (d) Any Others(Specify)

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding of

Promoter and Promoter Group (A)= (A)(1)+(A)(2)

9 10093231 10093231 55.64 55.64 0 0.00

B Public Shareholding 1 Institutions N.A. N.A. (a) Mutual Funds/ UTI 6 1173328 1172728 6.47 6.47 (b) Financial Institutions /

Banks

(c) Central Government/ State Government(s)

(d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional 9 1423975 1423975 7.85 7.85

24

Investors (g) Foreign Venture Capital

Investors

(h) Any Other (specify) Sub-Total (B)(1) 15 2597303 2596703 14.32 14.32

2 Non-Institution (a) Bodies Corporate 327 661320 658519 3.65 3.65 (b) Individuals

i. Individual shareholders holding nominal share capital up to Rs 1 lakh

10114 3126754 2975121 17.24 17.24

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

31 974177 974177 5.37 5.37

(c) Any other (pl. specify) i. Non-Resident Indians 150 453750 453700 2.50 2.50

ii. Trust 2 75000 75000 0.41 0.41 iii. Clearing Members 51 158755 158755 0.88 0.88

Sub-Total (B)(2) 10675 5449756 5295272 30.04 30.04 Total Public Shareholding (B)=(B)(1)+(B)(2)

10690 8047059 7891975 44.36 44.36 N.A. N.A.

Total (A +B) 10699 18140290 17985206 100.00 100.00 C Shares held by

Custodians and against which Depository Receipts have been issued

Nil Nil Nil Nil Nil N.A. N.A.

GRAND TOTAL 10699 18140290 17985206 N.A. 100.00

4. None of the Promoters and persons forming part of the Promoter Group have been restrained from accessing the capital market for any reasons by SEBI or any other authorities.

5. Details of Promoters’ shares pledged with Banks/Financial Institutions

No shares have been pledged. 6. Details of transactions in Equity Shares by the Promoter and Promoter Group during the

last six months

a. Purchase

Name of Promoter Date of transaction

No. of Shares

Cost per

share

Total amount

Rs. Kalpataru Power Transmission Ltd. February 2, 2009 1163 50.35 58557.19 1062 50.25 53366.20 February 3, 2009 3056 49.65 151718.58 858 50.06 42951.30 February 4, 2009 3767 53.42 201231.90 2933 53.86 157962.65 February 5, 2009 4366 55.01 240176.43

25

4949 55.28 273600.63 February 26, 2009 112 55.12 6173.40 781 54.54 42597.90 March 3, 2009 2026 54.60 110614.81 1848 54.92 101500.78 March 4, 2009 248 54.87 13608.72 March 5, 2009 1050 54.90 57643.18 753 54.81 41269.61 March 6, 2009 372 55.05 20479.35 460 55.38 25473.92 March 9, 2009 3500 52.92 185217.64 2500 52.26 130653.87 March 12, 2009 231 52.36 12094.90 300 52.36 15708.50 March 18, 2009 30000 55.97 1678960.26

b. Market Sale

No shares have been sold by the Promoter and Promoter Group in the last six months.

c. Maximum and minimum price details for above market purchases and sales transactions

Name of Promoter

Purchases Sale Max. Price

(Rs. per share)

Date of Purchase

Min.Price (Rs. per share)

Date of Purchase

Kalpataru Power Transmission Ltd.

55.97 March 18, 2009

49.65 February 3, 2009

N.A

7. Top Ten shareholders

a. Top Ten Shareholders as on August 21, 2009.

Sr. No.

Name of Shareholder No. of shares held

% to total

paid up capital

1 Kalpataru Power Transmission Limited 9617965 53.022 Acacia Partners, LP 594190 3.283 Templeton Mutual Fund A/C Franklin India Prima Fund 463345 2.554 Hemant Modi 334000 1.845 Wellington Management Company, LLP A/C Bay Pond MB 301853 1.66

26

6 Birla Sun Life Trustee Company Pvt. Limited A/C Birla Sun Life Long Term Advantage Fund - Series 1

277304 1.53

7 Acacia Institutional Partners, LP 263001 1.458 Dr Sanjeev Arora 255975 1.419 Rahul Goenka 163750 0.90

10 Tata Trustee Company Private Ltd A/C Tata Mutual Fund A/C Tata Service Industries Fund

155545 0.86

b. Top Ten Shareholders as on August 14, 2009

Sr. Name of the shareholder No. of

Shares % to total

paid up capital

1 Kalpataru Power Transmission Limited 9617965 53.022 Acacia Partners, LP 594190 3.283 Templeton Mutual Fund A/C Franklin India Prima Fund 463345 2.554 Hemant Modi 334000 1.845 Wellington Management Company, LLP A/C Bay Pond

MB 301853 1.66

6 Birla Sun Life Trustee Company Pvt Limited A/C Birla Sun Life Long Term Advantage Fund - Series 1

277304 1.53

7 Acacia Institutional Partners, LP 263001 1.458 Dr. Sanjeev Arora 255975 1.419 Rahul Goenka 163750 0.90

10 Tata Trustee Company Private Ltd A/C Tata Mutual Fund A/C Tata Service Industries Fund

155545 0.86

c. Top Ten Shareholders as on August 10, 2007

Sr. Name of Shareholders No. of shares held

% to total paid up capital

1 Kalpataru Power Transmission Limited 9454771 52.122 Templeton Mutual Fund A/C Franklin India Prima Fund 559913 3.093 Acacia Partners, LP 385000 2.124 Hemant Modi 326246 1.805 Morgan Stanley and Co.International Limited A/C Morgan

Stanley Dean Witter Mauritius Company Limited 210344 1.16

6 Dr. Sanjeev Arora 196675 1.087 Kotak Emerging Equity Scheme 195000 1.078 Acacia Institutional Partners, LP 185000 1.029 Shivani T. Trivedi 158350 0.8710 Tata Trustee Company Private Ltd A/C Tata Mutual Fund

A/C Tata Service Industries Fund 156393 0.86

27

8. Employee Stock Option Scheme (“ESOS”)

The Company has instituted an Employee Stock Option Scheme to reward and retain its employees and to enable them to participate in the Company’s future growth and financial success. Pursuant to the resolutions passed at the shareholders meeting and Remuneration Committee dated July 13, 2007 and July 21, 2007 respectively, the Company has granted 6,00,000 Employee Stock options exercisable into 6,00,000 Equity Shares of Rs. 10/- each to eligible employees at a price of Rs. 217/- per share being 20% discount of the market price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of the Remuneration Committee duly authorized, in which the ESOP was granted.

The following table sets forth the particulars of options granted under the ESOS as on June 30, 2009.

Options granted 6,00,000 Employee stock Options

The Pricing Formula 20% discount to the closing market price on the date prior to the date of the meeting of the Remuneration Committee in which Options were granted. The closing market price quoted on BSE on July 20, 2007 was Rs. 272/- per Equity Share and options were granted at Rs. 217/- per share on July 21, 2007.

Options vested as on July 21, 2008

86,807

Options exercised Nil

Total number of Equity Shares arising as a result of exercise of options (Equity Shares of Rs. 10/- each)

Nil

Fund raised by exercise of Options

Nil

Options lapsed 115,626

Variation of terms of options Nil

Total number of options in force as on June 30, 2009 Vested Unvested

82,715 4,01,659

Person wise details of options granted to

Directors and key managerial employees Directors

Directors:

Name Options granted

Mr. Kamal Jain 32,550

28

Key Managerial Employees (excluding Directors) :

Name Options granted

V. Lanka 10,000

Atul Shah 10,000

Alok C Sapre 10,000

Anupam Dhiman 11,300

Narendra Kantawala

10,400

Nitin C Parikh 11,300

Shanthakumar G M 11,300

D. Lakshinarayana 6,100

Nawrang Singh Punia

6,500

B. N. Nagaraj 9,000

Amit K Raval 11,300

Virendra Kumbhat 10,400

Total 1,17,600

Any other Director/ key managerial employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year

32,550 options granted to Mr. Kamal Jain, Non-Executive Director

Identified employees who are granted options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Nil

SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been complied with by the Company.

9. The total number of shareholders as on August 21, 2009 are 10,949. 10. The present Issue being a Rights Issue, as per clause 4.10.1(c) of extant SEBI guidelines, the

requirement of Promoters’ contribution and lock-in are not applicable. 11. As on date there are no outstanding warrants. 12. None of the Directors of KPTL, the Promoter hold shares in JMC.

29

13. The Company has not raised any bridge loan against the proceeds of the present Issue. 14. The Directors of the Company and the Lead Manager of the Issue have not entered into any buy-

back, standby or similar arrangements for any of the securities being issued through this Letter of Offer.

15. Promoter and promoter group have confirmed by their letters dated March 31, 2009 that they

intend to subscribe to the full extent of their entitlement, being 55.64% of the Issue size, in the Issue. The Promoter and the promoter group reserve their right to subscribe to their entitlement and/or apply for additional Equity Shares in the Issue either by themselves or a combination of entities controlled by them, including by subscribing for renunciation, if any, made by any other shareholder.

As a result of subscription to their entitlement and any unsubscribed portion and consequent allotment, the Promoter and the promoter group may acquire shares over and above their entitlement in the Issue, which may result in an increase of their shareholding in the Company. This subscription and acquisition of such additional Equity Shares by the Promoter and the promoter group, if any, will not result in change of control of the management of the Company and shall be exempt in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on “Objects of the Issue” beginning on page 31 of this Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of allotments to the Promoter and the Promoter Group, in this Issue, the Promoter’s and the promoter group’s shareholding in the Company exceeds their current shareholding. Allotment to the Promoter of any subscribed portion of Equity Shares, over and above its entitlement shall be done in compliance with the Listing Agreement and other applicable laws prevailing at that time relating to continuous listing requirements. For the Equity Shares being offered on rights basis under this Issue, if the shareholding of any of the Equity Shareholders is less than 5 or is not in the multiples of 5 then the fractional entitlement of such holders for Equity Shares shall be rounded off to the next higher integer. The additional Equity Shares needed for such adjustment will be first adjusted from the unsubscribed portion of the Issue, if any and should there be further requirement, from the Promoter / Promoter group’s entitlement at the time of the allotment.

The Company hereby confirms that, in case the Issue is completed with the Promoter and the promoter group subscribing to Equity Shares over and above their entitlement, the public shareholding in the Company after the Issue will not fall below the minimum level of public shareholding as specified in the listing conditions or listing agreement as per clause 40A.

16. The terms of issue to Non-Resident Equity Shareholders/Applicants have been presented under

the section “Terms of the Issue” beginning on page 356 of this Letter of Offer. 17. At any given time, there shall be only one denomination of the Equity Shares of the Company

and the disclosures and accounting norms specified by SEBI from time to time will be complied with.

18. The Company does not have any partly paid Equity Shares.

30

19. The Company has not issued any shares out of the revaluation reserves. 20. The Company has complied with the provisions of chapter XV of the SEBI guidelines. In terms

of provisions 15.1.10, a certificate duly signed by the Issuer and counter signed by the Company Secretary in practice has been submitted to SEBI on February 26, 2000 certifying compliance of all terms and conditions (as provided in the guidelines) for issue of 15,48,850 bonus shares.

21. There has been no issue of shares for consideration other than cash except to the extent of Bonus

Shares issued to the existing shareholders by capitalisation of free reserves. 22. The Company as well as major shareholders have duly complied with the provisions of Chapter

II of SEBI (SAST) Regulations, 1997 but with a delay for the years 1997-2002. The Company has filed necessary disclosures on March 31, 2003 under the SEBI Regularisation Scheme, 2002. The filings for the subsequent years i.e. March 31, 2003, 2004, 2005, 2006, 2007,2008 and 2009 were done on April 8, 2003 and September 23, 2003 (for dividend), April 12, 2004, April 14, 2005 and April 12, 2006, April 14, 2007 and August 1, 2007 (For dividend), April 18, 2008 and August 8, 2008 (for dividend), April 08, 2009 and August 01, 2009 (for dividend) respectively.

23. The Company has complied during the financial year 2008 – 2009 with the following:

a. provisions of the Listing Agreement with respect to reporting and compliance under clauses 35, 40 A, 41 and 49;

b. provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, with respect to reporting in terms of Regulation 8(3) pertaining to disclosure of changes in shareholding and regulation 8A pertaining to disclosure of pledged shares

c. provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 with respect to reporting in terms of Regulation 13.

24. No further issue of capital by way of issue of bonus Equity Shares, preferential allotment, rights

issue or public issue or in any other manner, which will affect the capital of the Company shall be made during the period commencing from the filing of this Letter of Offer with the SEBI till the Equity Shares issued under this Letter of Offer have been listed or application moneys are refunded on account of the failure of the Issue, except on account of allotment of shares to the employees upon their exercise of ESOP granted to them. Further, presently the Company does not have any proposal, intention, negotiation or consideration to alter the capital structure by way of split / consolidation of the denomination of the shares / issue of shares on a preferential basis or issue of bonus or rights or public issue of Equity Shares or any other securities within a period of six months from the date of opening of the present Issue.

However, if the business needs of the Company so require, the Company may alter the capital structure by way of split / consolidation of the denomination of the shares / issue of shares on a preferential basis or issue of bonus or rights or public issue of shares or any other securities during the period of six months from the date of listing of the Equity Shares issued under this Letter of Offer or from the date the application moneys are refunded on account of failure of the Issue, after seeking and obtaining all the approvals which may be required for such alteration.

25. The Issue will remain open for atleast 15 days. However, the Board/Committee of Directors will have the right to extend the Issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date.

31

OBJECTS OF THE ISSUE The net proceeds of the Issue, after deduction of Issue expenses, are estimated to be approximately Rs. 3,925.00 lakhs (“Net Proceeds”). The Objects of the Issue are as follows: 1. Redemption of Preference Shares 2. Working Capital Margin 3. Issue Expenses The main Objects clause and objects incidental or ancillary to the main objects set out in Memorandum of Association enables the Company to undertake the existing activities and the activities for which funds are being raised through the present Issue. Proceeds of the Issue Sr. No. Description Rs. Lakhs

1. Gross proceeds of the Issue 3990.86

2. Issue Expenses 65.86

3. Net proceeds of the Issue 3,925.00

Requirement of Funds and Means of Finance Sr. No. Description Rs. Lakhs

1. Redemption of Preference Shares 2525.00

2. Working Capital Margin 1400.00

3. Issue expenses 65.86

TOTAL 3990.86

Means of Finance Sr. No. Description Rs. Lakhs

1. Proceeds from the present Rights Issue 3990.86

TOTAL 3990.86

The Company’s fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. In view of the competitive and dynamic nature of the industry in which the Company operates, the Company may have to revise its business plan from time to time and consequently, the funding requirements may also change.

32

Details of utilization of funds 1. Redemption of Preference Shares

The Company had issued 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of the face value of Rs. 202/- each on a preferential basis to the Promoters of the Company namely KPTL, Mr. Hemant Modi and Mr. Suhas Joshi on June 11, 2007. The terms of conversion of the OCPS were as follows: Each OCPS was convertible into an Equity Share of Rs. 10/- each at premium of Rs. 192/- per share within 18 months from the date of allotment i.e. on or before December 10, 2008 at the option of the holders. If the option is not exercised by the holder the same shall be converted into 6% Non Cumulative Redeemable Preference Share of Rs. 202/- each redeemable at the end of 5th year from the date of allotment or early redemption as may be decided by the Board of Directors. The conversion option was not exercised by the holders during the exercise period. The Board of Directors at their meeting held on December 11, 2008 took on record the automatic conversion of the said OCPS into 6% Non Cumulative Redeemable Preference Shares of Rs. 202/- each with immediate effect. The Board of Directors, at their meeting held on January 29, 2009 approved the redemption of the 12,50,000 Non Cumulative Redeemable Preference Shares at a redemption price of Rs. 202/- each aggregating to Rs.2525 lakhs. The Company will utilize part of the proceeds of the Issue aggregating Rs. 2525 lakhs towards redemption of the said Preference Shares. Clausewise compliance with Section 80 of the Companies Act, 1956 regarding redemption of Preference Shares is as under: Section Particulars Compliance Status 80 (1) Subject to the provisions of this section, a

company limited by shares may, if so authorised by its articles, issue preference shares which are, or at the option of the company are to be liable, to be redeemed: Provided that-

(a) no such shares shall be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;

Complied with, the Company is redeeming the preference shares out of the fresh issue i.e. Rights Issue

(b) no such shares shall be redeemed unless they are fully paid;

Complied with as the Preference Shares are fully paid up

(c) the premium, if any, payable on redemption shall have been provided for out of the profits of the company or out of the company's security premium account, before the shares are redeemed;

Not Applicable as the Preference Shares will be redeemed at par and no premium will be payable on redemption

33

(d) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the capital redemption reserve account, a sum equal to the nominal amount of the shares redeemed; and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve account were paid-up share capital of the company.

Not Applicable as the Company will redeem the Preference Shares out of the proceeds of the fresh issue i.e. present Rights Issue

80(2) Subject to the provisions of this section, the redemption of preference shares there under may be effected on such terms and in such manner as may be provided by the articles of the company.

Complied with

80(3) The redemption of preference shares under this section by a company shall not be taken as reducing the amount of its authorised share capital.

Complied with - by redemption of preference shares, the Authorised Share Capital will not be affected

80(4) Wherein pursuance of this section, a company has redeemed or is about to redeem any preference shares, it shall have power to issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued; and accordingly the share capital of the company shall not, for the purpose of calculating the fees payable under section 611, be deemed to be increased by the issue of shares in pursuance of this sub-section: Provided that, where new shares are issued before the redemption of the old shares, the new shares shall not, so far as relates to stamp duty, be deemed to have been issued in pursuance of this sub-section unless the old shares are redeemed within one month after the issue of the new shares.

Noted for Compliance

80(5) The capital redemption reserve account may, notwithstanding anything in this section, be applied by the company, in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares.

Not Applicable

80(5A) Notwithstanding anything contained in this Act, no company limited by shares shall, after the commencement of the Companies (Amendment) Act, 1996, issue any preference share which is irredeemable or is redeemable after the expiry of a period of twenty years from the date of its issue.

Not Applicable, as Company has issued Preference Shares for a period of 5 years

34

80(6) If a company fails to comply with the provisions of this section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to ten thousand rupees.

Not Applicable as the Company has complied with the provisions of Section 80

2. Working Capital Margin

The Company has estimated its working capital requirements as under: (Rs. Lakhs) Particulars 2009-10

(Estimated)

2008-09

(Actual)

Inventory 10500 8085

Sundry Debtors 52500 43195

Loans & Advances 7500 6879

Cash & Bank Balance 1250 1175

Sub Total 71750 59334

Less:

Sundry Creditors 23500 19051

Other Current Liabilities and Provisions 22500 21949

Sub Total 46000 41000

Net Working Capital Requirement 25750 18334

Fund based limit from Banks (including proposed enhancement) 20000 14500

Source of finance availed till date -- 12555

Additional funds for working capital required 5750 3834

Balance to be financed through proceeds of the Issue 1400 --

Balance to be funded from Internal Accruals & market borrowings

4350 3834

Assumptions for the calculation of working capital requirement Particulars 2009-10

(Estimated)

2008-09

(Actual)

Inventory days 65 58

Sundry Debtors days 120 120

35

Sundry Creditor days 84 79

Sources of Finance for the Working Capital as at March 31, 2009 Particulars Rs. Lakhs.

Fund Based Limits from Banks 10555 Commercial Paper (part of fund based limit of bank finance) 2000 Fixed Deposits 160 Total 12715

Existing Working Capital Facilities

(Rs. Lakhs) Particulars Total

Fund Based Limits from Banks (Cash Credit) Oriental Bank of Commerce 6525.00 The Karur Vysya Bank Ltd. 1812.50 State Bank of India 1900.00 Punjab National Bank 1087.50 Indian Bank 2087.50 Axis Bank 1087.50 Total of Fund Based Limits 14500.00

Non-Fund Based Limits Oriental Bank of Commerce Bank Guarantee 40500.00 Letter of Credit 1575.00 42075.00 The Karur Vysya Bank Ltd. Bank Guarantee 11687.50 Sub Limit for Letter of Credit 750.00 11687.50 State Bank of India Bank Guarantee 11500.00 Sub Limit for Letter of Credit 500.00 11500.00 Punjab National Bank Bank Guarantee 7012.50 Sub Limit for Letter of Credit 262.50 7012.50 Indian Bank Bank Guarantee 13600.00 Letter of Credit 612.50 14212.50 Axis Bank Bank Guarantee 7012.50 Sub Limit for Letter of Credit 5000.00 7012.50

36

Total Non Fund Based Limits 93500.00

3. Issue Expenses The Issue expenses are estimated at Rs. 65.86 lakhs, comprising of fees and expenses payable to the Lead Manager to the Issue, Advisors, printing and stationery expenses, advertising expenses and other statutory expenses like SEBI/Stock Exchange fees and all other incidental and miscellaneous expenses for listing of the Equity Share on the Stock Exchanges.

Particulars Rs. Lakhs % of total expenses

% of Issue size

Fees to Lead Manager, Advisor and Auditors 29.23 44.38 0.73

Registrar’s fee 1.80 2.73 0.05

Printing & Stationery expenses 16.76 25.45 0.42

Regulatory & Statutory expenses 12.07 18.33 0.30

Miscellaneous & Contingencies 6.00 9.11 0.15

Total 65.86 100.00 1.65

Schedule of Implementation (Rs. Lakhs)

Utilization of Funds April’ 09

to

September’ 09

October’ 09

to

December’ 09

Total

Redemption of Preference Shares 2525.00 -- 2525.00

Working Capital Margin 1000.00 400.00 1400.00

Issue Expenses 50.00 15.86 65.86

Total 3575.00 415.86 3990.86

Statement of Sources & Deployment of fund Sources & Deployment of funds as on August 06, 2009 Particulars Rs. Lakhs

A Deployment

Rights Issue expenses 16.28

B Sources

Internal Accruals 16.28

The above statement of Sources & Deployment of funds has been certified by Joint Statutory Auditors, Sudhir N Doshi & Co. and Kishan M Mehta & Co. vide their letter dated August 06, 2009.

37

The internal accruals utilized till date towards the Objects will be recouped from the proceeds of the Issue. Monitoring the use of funds There is no external monitoring agency appointed for the purpose of monitoring the use of funds. The Audit Committee and the Board will review the use of funds. Interim use of funds Pending utilization of the Net Proceeds for the purposes described above, the Company intends to temporarily invest the funds in high quality interest bearing liquid instruments including deposits with banks or investments in Mutual Funds or temporarily deploy the funds in working capital loan accounts. Such investments would be in accordance with the investment policies or investment approvals approved by the Board/Committee of Directors from time to time. Further, the Company confirms that no part of the Issue proceeds will be paid as consideration to any of its Promoters, Directors, key management personnel, associates or group companies except in the ordinary course of business and towards the redemption of preference shares allotted to the Promoters as mentioned in the Objects of the Issue. In accordance with clause 43A of the Listing Agreement the Company shall furnish to the Stock Exchanges on a quarterly basis, a statement including material deviations if any, in the utilization of the proceeds of the Issue for the objects of the Issue as stated above. This information will also be published in newspapers simultaneously with the interim or annual financial results, after placing the same before the Audit Committee. Basic terms of the Issue The Equity Shares being offered are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles of Association of the Company, the terms of this Letter of offer and other terms and conditions as may be incorporated in the Allotment advice and other documents/ certificates that may be executed in respect of the Issue. The Equity Shares shall also be subjected to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, GOI, RBI, ROC and /or other authorities as in force on the date of issue and to the extent applicable.

38

BASIS FOR ISSUE PRICE Investors should also refer to the section “Risk Factors” and “Auditors’ Report” to get a more informed view before making the investment decision. Qualitative Factors • Promoters of the Company have a long standing experience in the construction industry. • The Company was ranked 6th amongst the ‘India’s Fastest Growing Small Companies (Revenues

below 1,000 crore)’ by Business Today – June 15, 2008 edition. • JMC has execution capabilities across a variety of construction segments including Industrial,

Institutional, Commercial, Residential, Infrastructure and Power. • JMC has 23 years track record of project execution. It has executed major institutional buildings

and projects on a turnkey basis, demonstrating an adequate integrating and project management capacity.

• Established track record of completion of projects on time as per schedule. • The maximum bid capacity as on date of the Company for NHAI projects is Rs. 3,12,300 lakhs. • Repeat orders from prestigious customers. • The Quality Management System for construction of Industrial, Institutional, Commercial,

Residential, Infrastructure and Power Projects has been ISO 9001:2000 certified by TUV SUD South Asia Private Ltd.

Quantitative Factors The information presented in this section is derived from the Company’s standalone restated financial statements, as at and for the years ended March 31, 2009, 2008 and 2007. 1. Earnings Per Share (EPS)

Particular Basic EPS Rs. Weight 12 months ended March 31, 2009 19.29 3 12 months ended March 31, 2008 16.14 2 12 months ended March 31, 2007 10.92 1 Weighted Average EPS 16.85

2. Price/Earning Ratio (P/E) in relation to Issue Price at Rs. 110/- per share.

(a) Based on EPS as per standalone restated financial statements for the year ended March 31,

2009 – Rs. 5.70 (b) Industry P/E (i) Highest 122.5 (ii) Lowest 2.9 (iii) Industry composite 22.1 Source: Capital Market July 27 – August 09, 2009; Category: Construction 3. Return on Net Worth (RONW)

Particular RONW (%) Weight 12 months ended March 31, 2009 18.20 3

39

12 months ended March 31, 2008 18.01 2 12 months ended March 31, 2007 12.98 1 Weighted Average RONW 17.27

4. Minimum Return on Total Net Worth after Issue Needed to maintain EPS: 19.39 % 5. Net Asset Value (NAV) per Equity Share (a) As on March 31, 2009: Rs. 111.33 (b) After Issue: Rs. 99.51 (c) Rights Issue price: Rs. 110.00 6. Comparison with Financial Ratios of Peer Group

Name of the Peer Group Company

Accounting Ratios for the FY 2008 - 2009 Book

Value Rs. RONW

% EPS Rs.

P/E Ratio (price as on July 20, 2009)

JMC Projects (India) Ltd. 111.33 18.20 19.29 8.83Ahluwalia Contracts (India) Ltd. 28.2 50.9 9.2 11.8BL Kashyap & Sons Ltd. 232.3 33.1 37.7 8.4Consolidated Construction Consortium Ltd.

137.4 14.4 18.2 15.3

Gammon India Ltd. 138.1 9.2 13.1 11.5Gayatri Projects Ltd. 177.4 24.6 41.2 4.5Sadbhav Engineering Ltd. 274.8 24.2 50.6 14.6Subhash Projects and Marketing Ltd.

97.6 27.0 14.5 9.5

Note Accounting Ratios for JMC Projects (India) Ltd. are derived from the restated financials. Source: Capital Market July 27 – August 09, 2009; Category: Construction.

7. Issue Price

In view of the reasons mentioned above, the Company and the Lead Manager to the Issue, in consultation with whom the premium has been decided, are of the opinion that the premium is reasonable and justified.

The face value of each Equity Share is Rs. 10/- per Equity Share and the Issue Price of Rs. 110/- per Equity Share is 11 times the face value.

40

STATEMENT OF TAX BENEFITS To The Board of Directors JMC Projects (India) Ltd. A-104, Shapath -4 Opp. Karnavati Club S. G. Road Ahmedabad 380 051 We hereby enclose annexure stating the tax benefits available to JMC Projects (India) Ltd. (“the Company”) and to the Shareholders of the Company under the provisions of Income Tax Act, 1961 and other direct tax laws presently in force. The content of this annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. A Shareholder is advised to consider his / her / its own tax implication of an investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits which an investor can avail. For Sudhir N. Doshi & Co. For Kishan M Mehta & Co. Chartered Accountants Chartered Accountants Sudhir N. Doshi Kishan M Mehta Proprietor Partner Membership No. 30539 Membership No. 13707 Place : Ahmedabad Place : Ahmedabad Date : August 12, 2009 Date : August 12, 2009

41

ANNEXURE

Under the present direct tax laws, the following key tax benefits, inter alia will be available to the Company and its shareholders based on the provisions of law as amended by Finance (No.2) Act 2009. The tax benefits listed below are the possible benefits available under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives it faces in the future, it may not choose to fulfill. This statement is only intended to provide the tax benefits to the Company and its shareholders in a general and summary manner and does not purport to be a complete analysis or listing of all the provisions or possible tax consequences of the subscription, purchase, ownership or disposal etc. of shares, In view of the individual nature of tax consequence and the changing tax laws, each investor is advised to consult his/her own tax adviser with respect to specific tax implications arising out of their participation in the issue.

TAX BENEFITS UNDER THE INCOME TAX ACT, 1961 I. SPECIAL TAX BENEFITS

1. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY There are no special tax benefits available to the Company. 2. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY

There are no special tax benefits available to the Shareholders of the Company. II GENERAL TAX BENEFITS

A. TO THE COMPANY

1. Under section 10(34) of the Income Tax Act, 1961 (the I.T. Act), any income by way of dividend referred to in section 115 O (i.e. any amount declared ,distributed or paid by way of dividend either interim or otherwise by domestic companies) on the shares of any company is exempt from tax.

2. Under section 10(38) of the I.T. Act, any long-term capital gains arising to a shareholder

from transfer of long term capital asset, being equity shares in a company or a unit of an equity oriented fund (i.e. if the shares or units are held for more than twelve months) would not be liable to tax in the hands of the shareholder, if the transaction is chargeable to securities transaction tax.

Provided that the income by way of long-term capital gain of a company shall be taken into account in computing the book profit and income-tax payable under section 115JB.

3. Under Section 115 JAA (1A) of the I.T. Act, tax credit shall be allowed for any tax paid

(MAT) under section 115 JB of the said Act, for any Assessment Year commencing on or

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after April 1, 2006. Credit eligible for carry forward is the difference between MAT Paid and the tax computed as per the normal provisions of the Income Tax Act. Such MAT credit shall not be available for set-off beyond 10 assessment years succeeding the assessment year in which the MAT Credit initially arose.

4. The Company is entitled to claim depreciation on depreciable fixed assets owned by it

and used for the purposes of its business under Section 32 of the I.T. Act. In terms of the provisions of section 32 of the I.T. Act, the Company is entitled to set off unabsorbed depreciation against its income in the future years.

5. In terms of the provisions of section 72 of the I.T. Act, the company is entitled to set of

its brought forward business losses against its business profits in the future years .Business losses are allowed to be carried forward for 8 years immediately succeeding the assessment year to which such losses pertain to.

6. The Company is eligible for tax holiday as per the provisions of section 80IA of the I.T.

Act for few projects, up to 100 % of profit and gains derived from business of (i) developing or (ii) operating and maintaining or (iii) developing, operating and maintaining any infrastructure facility on fulfillment of conditions specified in that section for a period of 10 years out of 20 years

7. As per the provisions of section 111A of the I.T. Act, tax on short term capital gain is

charged to tax @ 15% (plus applicable surcharge and education cess) provided the capital gain arises from the transfer of equity shares of the company which are held for a period of not more than 12 months and on which security transaction tax has been charged.

8. As per the provisions of section 112 of the I.T. Act, the long term capital gains arising

from the transfer of shares of the company being long term capital asset, other than as mentioned in point 2 above, shall be chargeable to tax @ 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso to Section 48, or @ 10% (plus applicable surcharge and education cess) without indexation.

9. Long term capital gains as stated in point 8 above on sale of shares of the company shall

be exempt from income tax if such gains are invested in bonds specified in section 54EC of the I.T. Act, to the extent of Rs. 50 Lakhs in a financial year subject to the fulfillment of the conditions specified in the said section.

B. TO THE SHAREHOLDERS OF THE COMPANY

I Resident Shareholders

1. Under Section 10(34) of the I.T. Act, any income by way of dividends referred to in section 115O (i.e. any amount declared, distributed or paid by way of dividend either interim or otherwise by domestic companies) on the shares of the company is exempt from tax.

2. Under Section 10(38) of the I.T. Act, any long term capital gains arising to a shareholder

from transfer of long term capital asset, being equity shares in a company (i.e. if the shares are held for more than twelve months) would not be liable to tax in the hands of the shareholder, if the transaction is chargeable to securities transaction tax.

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3. As per the provisions of section 111A of the I.T. Act, tax on short term capital gain is

charged to tax @ 15% plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess, provided the capital gain arises from the transfer of equity shares of the company which are held for a period of not more than 12 months and on which security transaction tax has been charged.

4. As per the provisions of section 112 of the I.T. Act, the long term capital gains arising

from the transfer of shares of the company being long term capital asset, other than as mentioned in point 2 above, shall be chargeable to tax @ 20% plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess, after indexation as provided in the second proviso to Section 48, or @ 10% plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess, without indexation.

5. Long term capital gains as stated in point 4 above on sale of shares of the company shall

be exempt from income tax if such gains are invested in bonds specified in section 54EC of the I.T. Act, to the extent of Rs. 50 Lakhs in a financial year subject to the fulfillment of the conditions specified in the said section.

. 6. Under section 54F of the I.T. Act, long-term capital gains arising to an individual or

Hindu Undivided Family (‘HUF’) on transfer of shares of the company will be exempt from tax, if the net consideration from such shares are used for the purchases / construction of a residential house subject to the fulfillment of the conditions specified in the said section.

II. Non-Resident Indians/Non Resident Shareholders (Other than FIIs)

1. Under section 10(34) of the I.T. Act, any income by way of dividends referred to in

section 115 O (i.e. any amount declared, distributed or paid by way of dividend either interim or otherwise by domestic companies) on the shares of any company is exempt from tax.

2. In the case of Non Resident Indians, taxability of long term capital gains and short term

capital gains is similar to resident Indian share holders as per para B. I. 2 to B. I. 6 above.

3. Special provision in respect of income / long term capital gain from specified foreign exchange assets available to non-resident Indians under Chapter XII-A.

a) Non-Resident Indian (NRI) means a citizen of India or a Person of Indian Origin

who is not a resident. Person is deemed to be of Indian Origin if he, or either of his parents or any of his grand parents, was born in undivided India.

b) Specified foreign exchange assets includes share of an Indian Company / acquired / purchased / subscribed by NRI in convertible foreign exchange.

c) As per section 115E of the I.T. Act, Income (other than dividend which is exempt under section 10 (34) of the I.T. Act) from investments and log term capital gain from assets (other than specified foreign exchange assets) shall be taxable @ 20 % ,plus education cess... No deduction in respect of any expenditure allowance from such income will be allowed and no deduction under chapter VI-A will be allowed from such income.

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d) As per section 115E of the I.T. Act, log term capital gain arising from transfer or specified foreign exchange asset shall be taxable @ 10 % plus education cess.

e) Under section 115F of the I.T. Act, long-term capital gains arising to a Non-Resident Indian from the transfer of shares of the company subscribed to in convertible Foreign Exchange shall be exempt from Income tax, if the net consideration is reinvested in specified assets within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted into money within three years from the date of their acquisition.

f) Under provisions of section 115G of the I.T. Act, Non –Resident Indians are not required to file a return of income under section 139(1) of the I.T. Act, if their only income is from foreign exchange asset investment or long term capital gains in respect of those assets or both, provided tax deductible has been deducted at source from such income as per the provisions of Chapter XVII-B of the I.T. Act.

g) Under section 115H of the I.T. Act, where the Non-Resident Indian becomes assessable as a resident in India in any subsequent year, he may furnish a declaration in writing to the Assessing officer, along with his return of income for that year under section 139 of the I.T. Act, to the effect that the provisions of the Chapter XIIA shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money.

4. Under section 90(2) of the I.T. Act, if the double tax avoidance agreement (‘tax treaty’)

has been entered between India and the Country of fiscal domicile of the non-resident, a non resident (including NRI) assessee to whom such agreement applies the provisions of I.T. Act shall apply to the extent they are more beneficial to the assessee. Thus, a non-resident (including NRI) can opt to be governed by the provisions of the I.T. Act or the applicable tax treaty, whichever is more beneficial.

III Foreign Institutional Investors (FIIs)

1. Under section 10(34) of the I.T. Act, any income by way of dividends referred to in

section 115 O (i.e. any amount declared, distributed or paid by way of dividend either interim or otherwise by domestic companies) on the shares of any company is exempt from tax.

2. Under Section 10(38) of the I.T. Act, any long term capital gains arising to a shareholder

from transfer of long term capital asset, being equity shares in a company (i.e. if the shares are held for more than twelve months) would not be liable to tax in the hands of the shareholder, if the transaction is chargeable to securities transaction tax.

3. Capital Gains

i. Under Section 115AD of the I.T. Act, income (other than income by way of

dividends referred to in Section 115-O of the I.T. Act) received in respect of securities (other than units referred to in Section 115AB of the I.T. Act) shall be taxable at the rate of 20 % plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess. No deduction in respect of any expenditure / allowance shall be allowed from such income.

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ii. Under Section 115AD of the I.T. Act, capital gains arising from transfer of securities (other than units referred to in section 115AB of the I.T. Act), shall be taxable as follows: • As per Section 111A of the I.T. Act, short term capital gain arising on transfer of

securities where such transaction is chargeable to security transaction tax, shall be taxable at the rate 15 % plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess, short term capital gain arising on transfer of securities where such transaction is not chargeable to security transaction tax shall be taxable at the rate of 30 % plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess.

• Long term capital gain arising on transfer of securities where such transaction is not chargeable to security transaction tax, shall be taxable at the rate of 10% plus applicable surcharge and education cess in case of companies and in case of other persons applicable education cess. The benefit of foreign currency fluctuation and indexation of cost of acquisition, as mentioned under 1st and 2nd proviso respectively to Section 48 of the I.T. Act would not be allowed while computing the capital gains

4. Long term capital gain as stated in point 3 above on sale of shares of the company shall

be exempt from income tax, if such gains are invested in bonds specified in section 54EC of the Income Tax Act, 1961 to the extent of to Rs. 50 Lakhs in a financial year subject to the fulfillment of the conditions specified in the said section.

5. Under section 90(2) of the I.T. Act, if the double tax avoidance agreement (‘tax treaty’)

has been entered between India and the Country of fiscal domicile of the non-resident, if any in relation to a non resident assessee to whom such agreement applies, the provision of I.T. Act shall apply to the extent they are more beneficial to the assessee. Thus, a non-resident can opt to be governed by the provisions of the I.T. Act or the applicable tax treaty, whichever is more beneficial.

IV Mutual Funds

1. As per the provisions of section 10(23D) of the Income Tax Act, 1961 any income of Mutual funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under or any other Mutual Funds set up by public sector banks or public financial institutions or authorized by the Reserve Bank of India would be exempt from income tax subject to the provisions of Chapter XII E.

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TAX BENEFIT UNDER WEALTH TAX ACT, 1957 Shares of the Company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of Wealth Tax Act, 1957. Hence, shares are not liable to Wealth Tax.

Notes:

1. The stated benefits will be available only to the beneficial owners of the Assets. 2. In respect of non-residents, the tax rates and the consequent taxation mentioned above

shall be further subject to any benefits available under the Double Taxation Avoidance Agreements, if any, between India and the country in which the non resident has fiscal domicile.

3. The Gift Tax Act, 1957 is not applicable to gifts made after October 1, 1998. Hence Gift Tax is presently not payable on gift of shares.

In view of the individual nature of tax consequences, each investor is advised to consult his/her/its own tax advisor with respect to specific tax consequences of his/her participation in the rights issue. For Sudhir N. Doshi & Co. For Kishan M Mehta & Co. Chartered Accountants Chartered Accountants Sudhir N. Doshi Kishan M Mehta Proprietor Partner Membership No. 30539 Membership No. 13707 Place : Ahmedabad Place : Ahmedabad Date : August 12, 2009 Date : August 12, 2009

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INDUSTRY OVERVIEW Introduction Construction activity is an integral part of a country’s infrastructure and industrial development. It includes hospitals, schools, townships, offices, houses and other buildings; urban infrastructure including water supply sewerage, drainage); highways, roads, ports, railways, airports; power systems, irrigation and agriculture systems; telecommunications etc. Covering as it does such a wide spectrum, construction becomes the basic input fro socio-economic development. The construction industry provides a growth impetus to other sectors through backward and forward linkages. For instance, the well being of sectors such as steel, cement and construction equipment depends upon the growth of the construction industry. Construction industry also generates substantial opportunities for direct and indirect employment making it the second largest employer after agriculture. The present size of Construction Industry in terms of annual monetary values is estimated at Rs. 310,000 crores (includes Public & Private Investments), with an employment status of 31 million man-years/year. Due to the conscious thrust of the Government to improve the state of physical infrastructure, the Construction Industry is experiencing a great surge in the quantum of the workload, and has grown at the rate of over 10 % annually during last five years.(Source: http://planningcommission.nic.in) Sector wise break up of the construction industry:

Particulars % of share of the total construction sector

Group A RCC/Brick Load bearing/ Steel structure building -Building (Residential & Institutional)

9%

Group B Highways / Small bridges & Roads 15% Group C Major Bridges 9% Group D Core sector- Power, Railways ,Minerals, Transmission sector

etc 43%

Group E Urban Infrastructure / Maintenance 12% Group F Irrigation, Power Resource- Dam / Hydro Power Plants etc. 12%

(Source: The ET Knowledge Series- Infrastructure Construction in India) Financial Requirement The construction industry has two types of financial requirements- Fund based and non fund based. The fund based requirements comprise the loans or equity that a company needs to raise for capital expenditure or working capital. This type of financing is expected to become more common as private participation in infrastructure projects increases. Non- fund based requirements include the various guarantees that the firm has to furnish at various stages in a project. This type of financing is expected to become more common for Indian contractors so far. (Source: Publication- The ET Knowledge Series- Infrastructure Construction in India)

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Challenges of Construction industry The Indian construction industry is plagued by some of the challenges / shortcomings such as

• Shortages in skilled workmen, construction professionals and mega project managers • Lack of interest in the engineering professionals to seek careers in the construction industry • Haphazard delivery schedules for certain critical plant and equipment • Supply chain constraints • Issue and complexities in taxation / government levies • Absence of equitable and quick dispute resolution mechanisms • Standardization of bid and contractual documents • Unprecedented price escalations and shortages in basic construction material • Interface with multiple agencies /authorities / bodies for project execution leading to a

vulnerable situation • Exposure to geo-political risks

(Source: Publication “Indian Construction”, November 2008 edition) INFRASTRUCTURE CONSTRUCTION Infrastructure construction encompasses the design and construction of buildings (related to infrastructure projects), urban infrastructure, roads, bridges, canals, dams and ports. Larger projects such as highways, dams and bridges are different from the construction of buildings and houses specifically in terms of size. Infrastructure projects can range from a few hundred to several thousand crore rupees in size. Such projects are more complicated as far as the design, engineering and technology aspects are concerned. Indian Infrastructure construction industry is characterized by large number of small companies. No single company controls a large share of the overall market. Low entry barriers are the major reason for this degree of fragmentation. Due to the fragmented nature, the industry is very competitive. Traditionally, roads, railways, power, ports, airports and telecommunications were the exclusive domain of the government. Policy has changed gradually over the past two decades under the pressure of rising gaps between demand and supply of infrastructure and deteriorating quality of assets. Government has made an effort to facilitate the entry of private enterprise into this sector through changes in the legal framework. A role for private sector participation has also been facilitated by technological change that allow unbundling of infrastructure, so that the public and the private sectors can take up the components most suited to their capacities. Government continues to invest significant sums in areas where private participation is minimal or not forthcoming. It will continue to play a lead role in infrastructure development during the Eleventh Plan. (Source: www. indiabudget.nic.in) Key Segment of Infrastructure Sector Urban Infrastructure: Urban infrastructure includes water supply and sanitation, solid waste management, sewerage and urban transport [including Metro Rapid Transit System (MRTS)].

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Urban infrastructure has been a neglected domain for some time. But with growing urbanization and the resultant increase in encroachments on the scarce and weak urban infrastructure, the government has renewed its thrust on upgrading and creating new utilities in the urban areas. Over the past two years, the sector has witnessed heightened activity with the launch of the Jawaharlal Nehru National Urban Renewal Mission (JNNURM) for the 63 identifies cities and Urban Infrastructure Development scheme for small and Medium Towns (UIDSSMT) and Integrated Housing and Slum Development Programme (IHSDP) for other cities. JNNURM is a reform-linked initiative of the central government to improve urban infrastructure. It entails a budget of Rs. 1200 billion and will run for 7 years (2005-06 to 2011-12). The share of urban infrastructure investment is forecasted to rise from 7.5 per cent during the 10th Plan to 13 per cent in the 11th Plan, with investment surging from Rs. 648 billion to Rs. 2,051 billion, respectively. This translates into construction investments worth Rs 1230 billion during the 11th Plan as compared to Rs. 389 billion in the previous plan period. Its share in total construction investments is expected to soar 17 per cent from 10 per cent. Even though urban utilities are predominantly a state subject substantial financial and technical support is sought from the central government. Urban transport is one of the key elements of urban infrastructure. Effective urban transportation enhances productivity and growth of the economy. (Source: http://indiabudget.nic.in) Indian Roads Road transport is vital to the economical development and social integration of the country. Easy availability, adaptability to individual needs and cost savings are some of the factors working in favour of road transport. Road transport also acts as a feeder service to railway, shipping and air traffic. (Source: Annual Report 2007-08, on www.morth.nic.in - website of Department of Road Transport & Highways, Ministy of Shipping, Road Transport & Highways ) India has one of the largest road networks in the world, aggregating to about 3.3 million kilometers at present. Indian roads are divided into the following five categories:-

Roads form the most common mode of transportation and accounted for about 80% of passenger traffic and 65% of freight. Though National Highways account for only 2 per cent of the total length of roads, they account for about 40 per cent of the total traffic. The number of vehicles has been growing at an average pace of 10.16% per annum over the last five years. Status of National Highways as on March 31, 2008: Single lane/ Intermediate lane 32 %Double lane 56%Four & More Lane 12%Total 100%

(Source: http://www.nhai.org)

Indian Road Network Length (in km) Express ways 200National Highways 66,590State Highways 131,899Major District Roads 467,763Rural and Other Roads 2,650,000Total Length 3,316,452

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National Highways Authority of India (NHAI) NHAI was constituted by an act of Parliament, the National Highways Authority of India Act, 1988. It is entrusted with the responsibilities of development, maintenance and management of National Highways. The NHAI’s primary mandate is the time and cost bound implementation of the National Highways Development Project (NHDP) through a variety of funding options, which includes funding from external multilateral agencies like the World Bank, the Asian Development Bank and the JBIC. The NHAI is mainly focused on strengthening and four-laning of high-density corridors around 13,146 kilometers. NHDP is being implemented in 4 phases I, II, IIIA & V at present. The present phases under Phase I, II & IIIA envisages improving more than 25,785 km of arterial routes of NH Network to international standards. NHDP Phase I & II are likely to be completed by December 2008 whereas NHDP Phase IIIA is scheduled for completion by December 2009. In addition to above, 6 laning of 148 km has been awarded. 6 laning is proposed under NHDP Phase V.

The project-wise details NHDP Phase I, II, IIIA & V NHDP & Other NHAI Projects (Status :30th November, 2008)

NHDP

Port Others Total by NHAI GQ

NS - EWPh. I &

II

NHDP Phase

III

NHDP Phase

V

NHDP Total

Total Length (Km.) 5,846 7,300 12,109 6,500 31,755 380 962 33,097

Already 4-Laned (Km.)

5,701 2,965 584 38 9,288 203 726 10,217

Under Implementation (Km.)

145 3,356 1,491 992 5,984 171 216 6,317

Contracts Under Implementation (No.)

15 137 30 2 184 8 15 207

Balance length for award (Km.)

- 821 10,034 5,470 16,325 6 20 16,351

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As per Annual Report 2007-08 available on website of Department of Road Transport & highways, the completion date of all the phases of NHDP is as follows:

Phase Description Total Length (in km )

Likely date of completion

I Golden Quadrilateral (GQ), East West-North South corridors, Port connectivity & others

7,498 97% of GQ to be completed by March-08.

II 4/6-laning North South- East West Corridor, Others

6,647 Dec – 2009

III Upgradation,4/6-laning 12,109 Dec – 2013 IV 2 - laning with paved shoulders 20,000 Dec – 2015 (as per

financing Plan) V 6-laning of GQ and High density corridor 6,500 Dec – 2012 VI Expressways 1000 Dec – 2015 VII Ring Roads, bypasses & flyovers & other

structure 700 km of

ring roads/bypass +flyovers etc.

Dec-2014

(Source: http://morth.nic.in) Public Private Participation (PPP) Traditionally, the road projects were fully financed and controlled/ supervised by the Government. The implementation of road projects was purely dependent on the availability/allocation of funds out of the budget of the Government. (Source: http://www.nhai.org) Government Policy Initiatives for Attracting Private Investment in Roads The Government of India (GOI) has made the following provisions in order to attract private investment in roads:

• The GOI will carry out all preparatory work, including land acquisition and utility removal and rights of way are to be made available to concessionaires free from all encumbrances;

• The NHAI or GOI are to provide capital grants of up to 40% of the project cost to enhance viability on a case by case basis;

• 100% tax exemption for five years and 30% relief for next five years, which may be availed of in next twenty years;

• Concession periods of up to thirty (30) years; • Arbitration and Conciliation Act, 1996 based on UNCITRAL provisions; • In BOT projects entrepreneur are allowed to collect and retail tolls; and • Duty free import of specified modern high-capacity equipment for highway construction.

(Source: http://www.nhai.org) Investment Projected for the Eleventh Five Year Plan The Eleventh Five Year Plan places high priority to the expeditious completion of works approved under the different phases of the NHDP. For the roads and bridges sector, the Eleventh Five Year Plan envisages a total investment of Rs. 3,14,152 crore over the five-year period starting from 2007-

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08. Of this the shares of the Centre, the States and the private sector are expected to be 34.2, 31.8 and 34 per cent, respectively. (Source: http://indiabudget.nic.in) Indian Railways The Indian Railways the premier transport organisation of the country is the largest rail network in Asia & the world’s second largest rail network under a single management. It has been contributing to the industrial and economic development of the country for more than150 years. Indian Railways runs around 11000 trains everyday, of which 7000 are passenger trains. (Source: http://www.indianrailways.gov.in) Freight and passenger traffic are the two major segments of the railways of which the freight segment accounts for about 70 per cent of the revenue. Within the freight segment, bulk traffic accounts for nearly 84 per cent of revenue earning freight traffic. (Source: http://indiabudget.nic.in) The Railways plan to increase their market share in both bulk and non-bulk freight traffic by improving the quality of service with reduction in transit time and better reliability and availability. The Railways will facilitate building of logistic parks, container and other freight terminals through public-private participation to encourage the movement of non bulk commodities by rail. (Source: http://planningcommission.nic.in) Metro Projects In cities with large populations, the provision of a rail-based mass transport system has become a necessity. Delhi has responded by implementing the Delhi Metro Railway Project. The Delhi Metro is one of the largest infrastructure projects and the first one of its kind to be undertaken in India and to meet world standards (Source: The ET Knowledge Series- Infrastructure Construction in India) The Government of West Bengal is also planning to set up an East-West Corridor metro rail project for Kolkata on the Delhi Metro model. (Source: http://www.mmrdamumbai.org) The Government of Maharastra (GOM) through MMRDA, in order to improve the traffic and transportation scenario in Mumbai and to cater to the future travel needs in the next 2-3 decades has been exploring the viability of various alternative Mass Rapid Transit Systems (MRTS) which are efficient, economically viable, environment friendly etc. GOM declared the Mumbai Metro Rail project as ‘public vital infrastructure project’. It is the first Mass Rapid Transit System project in India being implemented on Public Private Partnership (PPP) format. (Source: http://www.mmrdamumbai.org) Mumbai Metro Rail project will be completed in phased manner as follows:

Phases Corridor Length (in Km)

The scheduled project construction period

I Versova - Andheri – Ghatkopar 11.07 2006-2011 Colaba - Bandra – Charkop 38.24

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Bandra - Kurla – Mankhurd 13.37

II Charkop – Dahisar 7.5 2011-2016 Ghatkopar – Mulund 12.4

III

BKC - Kanjur Marg via Airport 19.5

2016-2021 Andheri(E) - Dahisar(E) 18Hutatma Chowk – Ghatkopar 21.8Sewri – Prabhadevi 3.5

Total Length 146.5 (Source: http://www.mmrdamumbai.org) Power Energy is an important input required for economic and social development of the country. India ranks world’s sixth energy consumer accounting for about 3.5% of the world’s total annual energy consumption, but, per capita consumption of energy is very low at 631 kwh as compared to world consumption of 2873 kwh which needs to be increased to meet the goals of economic and social development. (Source: http://www.powermin.nic.in) Installed Capacity The all India installed power generation capacity as on 30.11.2008 was 146902.8 MW comprising of 92892.8 MW thermal, 36647.7 MW hydro, 4120 MW nuclear and 13242.4 MW R.E.S The details of installed capacity as on November 30, 2008 is as follows:

Sector Hydro (MW)

Thermal (MW) Nuclear (MW)

R.E.S. (MNRE)

Total (MW)

Coal Gas Diesel Total Central 8592.0 29260.0 6639.0 0.0 35899.0 4120.0 0.0 48611.0State 26825.7 42457.5 3912.1 602.6 46972.2 0.0 2247.7 76045.6Private 1230.0 5241.4 4183.0 597.1 10021.5 0.0 10994.7 22246.2Total 36647.7 76958.9 14734.1 1199.8 92892.8 4120.0 13242.4 146902.8

Renewable Energy Resource (R.E.S) includes Small Hydro Power (SHP) - 2160.48 MW, Biogas Plant & Biomass Power (B.P. & B.G.) -1650.43 MW, Urban & Industrial Waste (U&I) & Solar- 87.37 MW.(Source: http://www.cea.nic.in) Future Capacity Addition The National Electricity Policy (NEP) stipulates power for all by 2012 and annual per capita consumption of electricity to rise to 1000 units from the present level of 631 units. To fulfill the objectives of the NEP, a capacity addition of 78,577 MW has been proposed for the 11th plan. This capacity addition is expected to provide a growth of 9.5 % to the power sector. The break-up of Eleventh plan power capacity addition targets (MW & per cent)

Sector Hydro Thermal Nuclear Total (MW) Central 9685 26800 3380 39865(50.7%)State 3605 24347 0 27952(35.5%)Private 3263 7497 0 10760(13.8%)Total 16553 (21%) 58644(74.6%) 3380(4.4%) 78577(100%)

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(Source: http://www.powermin.nic.in) The capacity addition programme is being continuously kept under watch by the Central Government in consultation with the State Governments. Power deficit The installed power generation capacity has grown up 94 times since independence and the total installed capacity of power generation in India has reached 1,40,627 MW (as on 5.01.2008). However, there is still a peak demand shortage of around 14.8% and an energy deficit of 8.4% in the country. (Source: http://www.powermin.nic.in) Energy conservation To mitigate shortage of energy in general and electricity in particular, in addition to increasing the capacity of energy supply, its efficient use and conservation is also essential. Keeping this in view & to maintain GDP growth of 8 to 10%, the government has initiated several policy measures to accelerate power generation & promote energy efficiency to meet power requirements. In order to institutionalize energy conservation efforts in the country, the Government has passed the Energy Conservation Act in 2001, and established the Bureau of Energy Efficiency (BEE), under Ministry of Power, Government of India, to promote the efficient use of energy and its conservation. (Source: http://www.powermin.nic.in) REAL ESTATE India's economic performance has provided strong impetus to the real estate sector, which has been witnessing heightened activity in the recent years. Large scale investment in infrastructure and rapid urbanization has contributed to the growth trajectory of the Indian real estate sector which is evident with urban centres such as Delhi, Mumbai and Bengaluru acquiring global character and recognition. (Source: http://www.ibef.org) A. Residential / Housing construction segment Housing, besides being a very basic requirement for the urban settlers, also holds the key to accelerate the pace of development. Investments in housing, like any other industry, have multiplier effect on income and employment. Housing provides opportunities for home-based economic activities. Housing has direct impact on the steel and cement, marble/ceramic tiles, electric wiring, PVC pipes, and various types of fittings industry, which make a significant contribution to the national economy. The National Urban Housing & habitat Policy provides for the basic framework for achieving the objective of ‘Shelter for all’. It was formulated to address the issue of sustainable development, infrastructure development, and for strong PPPs for shelter delivery with the object of creating surpluses in housing stock and facilitating construction of two million dwelling units each year in pursuance of the National Agenda for Governance. In order to improve the quality of life in urban areas, it is of critical significance that the housing stock is improved through urban renewal, in situ slum improvement, and development of new housing stock in existing cities as well as new township.

55

According to the report of the Technical Group on the estimation of housing shortage constituted in the context of formulation of Elevanth Five-Year Plan, housing shortage is estimated to be around 24.71 million. About 99% of such households are from Economically Weaker Section (EWS) and Low Income Groups (LIG). During the Eleventh Plan period, total housing requirement, including the backlog, is estimated at 26.53 million. (Source: http://planningcommission.nic.in/ Eleventh Five Year Plan) B. Commercial construction segment Hospitality According to Eleventh Five Year Plan, quality infrastructure may be created for developing tourist products and for providing better services to both domestic and international tourists. Creation of tourism infrastructure has favorable impact on overall economic growth and employment and on the preservation of art, culture, and heritage. Large revenue projects such as setting up of hotels, convention centers, golf courses, tourist trains etc., normally have substantial gestation periods. These facilities may be created by private initiatives with the government acting as a facilitator and catalyst. According to Eleventh Five Year Plan, there is acute shortage of hotel accommodation and in particular budget accommodation all over the country. The Ministry of Tourism (MoT) has estimated that there is shortage of 1,50,000 hotel rooms all over the country. Out of this 1, 10,000 rooms are in budget category. It is estimated that 2,00,000 approved quality accommodation rooms would be required in 2011 against the current level of about 1,00,000 rooms. (Source: http://planningcommission.nic.in) Healthcare infrastructure Poor healthcare infrastructure can severely impact economic growth. The link between health and economic growth suggest that a 5 year gain in the life expectancy leads to increase of growth rate by 0.06 to 0.58 per cent of GDP (Every bed added creates direct employment of five persons and indirect employment of twenty five persons) As the Indian economy matures further, the healthcare spending is expected to increase on the lines of other developed countries. Overall the industry has grown manifold during the past few years and the healthcare infrastructure is fast improving with initiatives by the government and the private sector. The huge healthcare infrastructure gap has lead to an opportunity for private sector medical players, who occupy close to 80 per cent of the country’s medical universe and Privet Equity (PE) funds to invest in superspeciality hospitals and clinics. (Source: Publication-Infrastructure, November 2008, Volume 6 No. 4) As India is globally positioned as a provider of cost effective healthcare facilities maintaining international quality standards, Medical Tourism will drive the realty growth in terms of more demand for building healthcare facilities across India. (Source: Project Reporter, Volume 4 No. 12, December 15, 2008, Published by ASAPP Media Pvt Ltd.) Retail The Indian retail industry is witnessing a structural change with individual small format stores making way for large format shopping malls and hyper-markets.

56

India has one of the largest numbers of retail outlets in the world. Of the 12 million retail outlets present in the country, nearly five million sell food and related products. Thought the market has been dominated by unorganized players, the entry of domestic and international organized players is set to change the scenario. Mall space, from a meager one million square feet in 2002, is expected to touch an estimated 60 million square feet by end 2008, says Jones Lang LaSalle's third annual Retailer Sentiment Survey-Asia. A report by Images Retail estimates the number of operational malls to grow more than two-fold, to cross 412, with 205 million square feet by 2010, and a further 715 malls to be added by 2015, with major retail developments even in tier-II and tier-III cities in India. Even as the organized retail market is starting to take off, there is an associated surge in branded discount outlets in India. Top realtors and local retail chains are developing malls in regional boroughs, specifically to sell premium branded goods. (Source: www.ibef.org) Educational Infrastructure The role of education in facilitating social and economic progress is well recognized. It opens up opportunities leading to both individual and group entitlements. Education, in its broadest sense of development of youth, is the most crucial input for empowering people with skills and knowledge and giving them access to productive employment in future. Improvements in education are not only expected to enhance efficiency but also augment the overall quality of life. The Eleventh (XI) Plan places the highest priority on education as a central instrument for achieving rapid and inclusive growth. (Source: www.education.nic.in). During the Tenth (X) plan the basic infrastructure has improved through the opening of 1.87 lakh schools, appointment of 8.12 lakh teachers, construction of 1.70 lakh buildings and 7.13.lakh additional classrooms. Also 1.72 lakh drinking water facilities and 2.18 lakh toilet have been created. The XI plan outlay for higher education is Rs. 85000 crore which marks an over 9 times increase (at current price) over the X plan expenditure. The major initiatives which will be implemented in the XI plan are:

• Establishment of 8 new IITs • Establishment of 7 new IIMs • Establishment of 3 new Indian Institutes of Science Education and Research • Establishment of 16 Central Universities in states which have no Central university at present • Establishment of 20 Indian Institute of Indian Technology as far as possible in Public Private

Partnership (PPP) mode • Assistance would be given to encourage setting up of about 700 polytechnics through PPP/

Private Mode • Providing assistance for the establishment of women’s Hostels for Universities, Colleges and

polytechnics on a large scale (Source: www.education.nic.in) Growth potential in real estate construction

Several factors are expected to contribute to the rapid growth in real estate

57

• Large demand-supply gap in affordable housing, with demand being fuelled by tax incentives

and a growing middle class with higher savings • Increasing demand for commercial and office space especially from the rapidly growing

Retail, IT/ITES and Hospitality sectors

58

BUSINESS OVERVIEW

JMC Projects (India) Ltd. caters to all major sectors of the economy namely Industries, Buildings, Infrastructure and Power. The Company provides all types of construction services including fabrication and erection of structural steel components, pre-casting and allied works. It has successfully ventured into fields of turnkey execution involving Civil, Mechanical, Electrical, HVAC, Fire Fighting, Architectural and Landscaping works. JMC has implemented various fast-track projects in the construction industry. The Company has been certified with ISO 9001:2000 certificate from TUV SUD Management Service for Quality Management System, for construction of industrial, institutional and infrastructure projects. The Company’s logo is registered vide Trademark no. 722765 in class 16. The maximum bid capacity as on date of the Company for NHAI projects is Rs. 3,12,300 lakhs. Over the last 2 decades, JMC has executed a variety of projects in the following sectors:

Industrial Buildings Infrastructure & Power

Agrochemicals, Automobiles, Cement & Steel, Paints, Chemicals and Petrochemicals, Electronics, Heavy Engineering, Textiles, Pharmaceuticals and Sugar

Commercial Complexes, Hotels & Hostels, Hospitals & Health Centres, High-rise Buildings, Institutional Buildings, Information Technology Parks, Multiplexes & Shopping Malls, Research & Development Centres, Residential Campus, Townships, Educational institutes, Hostels and Sports Complex

Bridges & Flyovers, Bus Terminus, Railway stations, Drainage works, Effluent Treatment Plants, Highways, Heliports, Water Supply and Treatment Plants, Marine Works, Captive Power Plants and Underpasses

The work on hand as onJune 30, 2009 is Rs. 2,28,716.58 lakhs. This also includes projects being executed through joint ventures. Post June 30, 2009, the Company has been awarded two projects of contract value of Rs. 17,033.00 lakhs. The Company has submitted bid for various number of projects to the tune of approximately Rs 5,19,172.00 lakhs. The work on hand as on June 30, 2009

(Rs. Lakhs) Sr. No.

Types of Projects No. of Projects

Order Value Work On Hand

I Building Commercial Complex 9 32588.13 25271.48 Hospital 2 9267.00 9078.10 Hostel 1 3396.09 3396.09 Hotel 1 7677.43 3512.00 Institutional 2 7425.95 269.92 IT Park 5 29048.40 1862.06 Malls 4 14478.79 8603.60 Residential 7 57772.20 52753.36 Riverfront Development 2 5880.31 1805.71

59

Sports Complex 3 26955.75 15923.31 36 194490.05 122475.63

II Industrial Aluminum Projects 2 15053.29 7338.29 Chemical 1 2743.63 995.89 Factory 3 12125.47 6849.56 Pharmaceuticals 1 6150.21 3518.11 7 36072.60 18701.85

III Infrastructure Flyover 1 6964.00 5532.47 Pipeline 4 10836.84 3868.02 Road 4 90624.92 38941.36 9 108425.76 48341.85

IV Power Plant 10 63426.67 39197.25

Grand Total 62 402415.08 228716.58 Key Industrial Regulations • Mines Act, 1952 • The Mine & Minerals Act, 1957 • The Explosives Act, 1884 • The Standards of Weights & Measures Act, 1976 • Industrial Dispute Act, 1947 • Workmen’s Compensation Act, 1923 • The Contract Labour (Regulation & Abolition) Act, 1970 • The Building & Other Construction Workers (Regulation of Employment & Conditions of

Services) Act, 1996 • Environment Protection Act, 1986 • The Employees’ Provident Funds & Miscellaneous Provision Act, 1952 • E.S.I. Act, 1948 • Gratuity Act, 1972 • Minimum Wages Act, 1948 • Child Labour (Prohibition and Regulation) Act, 1986 Insurance The Company maintains insurance policies for all its projects, which it believes is sufficient to cover all material risks to operations and revenue. The insurance policies include group personal accident insurance, fire and special perils insurance, vehicle insurance, cash insurance, special contingency insurance, fire and burglary insurance, marine transit insurance, equipment insurance, contractors all risk insurance, directors and officers liability insurance workmen compensation policy and group mediclaim insurances.

60

HISTORY AND CORPORATE STRUCTURE

Brief History The Company was originally incorporated as Civen Construction Private Limited on June 5, 1986 under the Companies Act, 1956 with its Registered Office at Ahmedabad. Subsequently on December 10, 1987, the name was changed to Joshi & Modi Construction Private Limited, to reflect the names of the promoters. As the Company expanded its business, the first alphabet from each word of the Company name was taken and the name was further changed to JMC Projects (India) Private Limited on January 21, 1994. Subsequently the Company was converted into a Public Limited Company in the name of JMC Projects (India) Limited on February 4, 1994. The Company made its maiden Public Issue in 1994. Due to space constraints, the registered office of the Company was shifted from People’s Plaza Near Memnagar Fire Station, Navrangpura, Ahmedabad - 380 009 to 4, Kuldip Society, Near Ishvar Bhuvan, Navrangpura, Ahmedabad – 380 009 w.e.f May 9, 1988. As the Company’s business expanded, the registered office of the Company was shifted to Level -11, JMC House, Ambawadi, Ahmedabad – 380 006 w.e.f April 5, 2002. The Company again shifted its registered office to A-104, Shapath – 4, Opp. Karnavati Club, S.G.Road, Ahmedabad – 380 051 w.e.f. November 7, 2005. The Company has regional/branch offices at Mumbai, Bangalore, Hyderabad, Delhi and Kotkata.

The Company was originally promoted by Late Mr. I.K. Modi, Mr. Hemant Modi and Mr. Suhas Joshi. Change in Management Control A MOU was entered into between Late Mr. I.K. Modi, Mr. Hemant Modi, Mr. Suhas Joshi and their relatives and Minar Investments and Finance Pvt. Ltd. (“Sellers”) and Kalpataru Power Transmission Limited and Kalpataru Energy Venture Pvt. Ltd. (“Purchaser”) on October 1, 2004 for purchase of Equity Shares of JMC constituting 32.28% of the paid up capital of JMC. Pursuant to the said MOU, Public Announcement was made on October 2, 2004 by the Purchaser, to acquire 25% (11,61,638 Equity Shares) of the share capital of JMC from the existing shareholders of JMC pursuant to Regulations 10 & 12 of SEBI (SAST) Regulations, 1997 on account of proposed substantial acquisition of Equity Shares and change in control of JMC. A Share Purchase Agreement was entered into between the aforesaid parties on October 14, 2004 for purchase of 15,00,000 Equity Shares at Rs. 40/- each representing 32.28% of the share capital of JMC. Kalpataru Energy Ventures Private Ltd. which was one of the Purchasers in the SPA have relinquished and surrendered all their rights, powers and claims in relation to the operation of JMC arising out of or pursuant to the SPA, including right to participate in the management of JMC in favour of KPTL, vide their letter dated February 11, 2005 addressed to KPTL. By virtue of the above transaction, the promoters of JMC are Kalpataru Power Transmision Limited (KPTL), Mr. Suhas Joshi and Mr. Hemant Modi. JMC became the subsidiary of KPTL w.e.f February 6, 2007.

61

Awards / Citation won by the Company • ACCE Billimoria Award 2000 for “Excellence in Construction of High Rise Building” was

presented by Association of Consulting Civil Engineering (India) for JMC House at Ahmedabad in the year 2000

• Safety Award from Bovis Lend Lease for exceptional work done by the Company • Letter of Appreciation for completion of 20,00,000 safe man hours at Vardhman Fabrics Project,

Budhni presented by Vardhman Fabrics • Letter of Appreciation for completion of 10,00,000 safe man hours at RMLH Project, Delhi

presented by HSCC (India) Limited • Citation from Prestige Group for exemplary services rendered towards successful completion of

Prestige Obelisk • Citation from Prestige Group for exemplary services rendered towards successful completion of

Intel India Design centre • Letter of Appreciation for completion of 30,00,000 safe man hours from Clough Engineering

Limited for the Lakshmi Project, Surat • Letter of Appreciation for completion of 18,30,000 safe man hours at Gelatin Capacity Expansion

Project, Karkhadi from Sterling Gelatin • Certificate from Lend Lease Project Pvt. Ltd. for completing 5,60,000 safe working man hours at

Hindustan Coca Cola Project • Award for “Perfection in Time & Quality” was presented by Management Association for

Construction of World Class Management Institution Building at Ahmedabad in the year 1997 • 500000 man-hours without a lost time incident presented by Kvaerner – Dupont • 1000000 man-hours without a lost time incident presented by SABIC Research & Technology

Pvt. Ltd. Main Objects of the Company The main objects of the Company as set forth in the Memorandum of Association, inter alia are:

1. To undertake or carry on in India or elsewhere in the world, whether independently or in joint venture with any other person(s), either as engineers or contractor or sub-contractor or builder or owner or developer, the business of designing, development, construction, maintenance, operation, renovation, demolition, reconstruction, erection, installation, commissioning, furnishing, finishing, decoration, fabrication, surveying, investigation, testing, grouting, digging, excavation, repairing , alteration, restoration of :

a) industrial plants, buildings, structures, commercial complexes, residential buildings,

malls, multiplexes, theaters, auditoriums, information technology and software parks, business and industrial parks, amusement & entertainment parks, convention & conference centers, hotels, clubs, hospitals, educational and institutional buildings, townships, housing colonies, research and development centers, Special Economic Zones, sports complexes, warehouses, storage depots, training centers, leisure parks ;

b) roads, highways, super highways, expressways, culverts, dams, tramways, water tanks,

canals, reservoirs, structures, drainage & sewage works, water distribution & filtration systems, laying of pipelines, docks, harbors, piers, irrigation works, foundation works, power plants, railway terminus, bus terminus, bridges, tunnels, powerhouse whether surface or underground, flyovers, water treatment plants, effluent treatment plants, underpass, subways, airports, heliports, ports, runways, transmission line(s) towers,

62

telecommunication facilities, water, oil and gas pipe line, sanitation and sewerage system, solid waste management system or any other public utilities of similar nature;

c) rail system, mass rapid transit system, light rain transit system, rapid bus systems, Inland

Container Depot (ICD) and Central Freight Station (CFS);

d) turnkey jobs including engineering, procurement, construction or commissioning (EPC) projects;

e) any other facility that may be notified in future as infrastructure facility either by the state

Governments and/or the Government of India or any other appropriate authority or body.

2. To undertake and carry on the business of providing financial assistance by way of subscription to or investing in the Equity Shares, preference shares, debentures, bonds including providing long term and short term loans, lease-finance, subscription to fully convertible bonds, non convertible bonds, partially convertible bonds, optional convertible bonds etc., giving guarantees or any other financial assistance as may be conducive for development, construction, operation, maintenance etc., of infrastructure projects in the fields of road, highway, power generation and for power distribution or any other form of power, telecommunication services, bridge(s), airport(s), ports, rail system(s), water supply, irrigation, sanitation and sewerage system(s) or any other public facility of similar nature that may be notified in future as infrastructure facility either by the State Governments and/or the Government of India or any other appropriate authority or body.

3. To purchase, acquire, take on lease or in exchange, hire or otherwise, any immovable and/or

movable property and/or any rights or privileges in respect thereof and further to construct, develop, maintain, operate, sell, exchange, improve, manage, lease out, mortgage, dispose off or turn to account and/or otherwise to deal with all or any such movable or immovable property, rights and privileges thereof, upon any terms and for any consideration as may thought fit.

4. To carry on the business of any or all the objects of the company by way of entering into an

agreement with the central Government or a state Government or a local authority or any other statutory body on Build-Operate-Transfer (BOT) or on Build-Own-Operate-Transfer (BOOT) basis, Build-own-Lease-Transfer (BOLT) scheme wherein the company will provide the necessary and crucial components of infrastructure system and/ or own them for a stipulated period, maintain or operate the same and to lease the asset of necessary and crucial components of the infrastructure for maintenance and operation and shall ultimately transfer to the Government bodies or authorities.

5. To carry on the business of purchase, extract, produce, manufacture, supply or sale of all

kinds of materials and stores for the purpose of any of the aforesaid objects.

6. To carry on business of consultancy in the field of civil, mechanical, electrical, industrial or any other discipline of engineering.

63

Changes in the Memorandum of the Company Sr.No. Date of AGM/EGM Changes in the Memorandum

1. June 20, 1993 Split of shares from face value of Rs. 100/- each to Rs. 10/- each. 2. January 20, 1994 The name of the Company was changed to JMC Projects (India)

Ltd. 3. April 5, 1994 Increase in authorised capital from Rs. 300 lakhs comprising of

30,00,000 Equity Shares of Rs. 10/- each to Rs. 350 lakhs comprising of 35,00,000 Equity Shares of Rs. 10/- each

4. October 18, 1999 Increase in authorised capital from Rs. 350 lakhs comprising of 35,00,000 Equity Shares of Rs. 10/- each to Rs. 800 lakhs comprising of 65,00,000 Equity Shares of Rs. 10/- each and 1,50,000 Preference Shares of Rs. 100/- each

5. March 14, 2005 Increase and reclassification of authorised capital from Rs. 800 lakhs divided into 65,00,000 Equity Shares of Rs. 10/- each and 1,50,000 Preference Shares of Rs. 100 each to Rs. 1600 lakhs divided into 1,60,00,000 Equity Shares of Rs. 10/- each

6. December 10, 2005 Increase in authorised capital from Rs.1600 lakhs divided into 1,60,00,000 Equity Shares of Rs. 10/- each to Rs. 2000 lakhs, divided into 2,00,00,000 Equity Shares of Rs. 10/- each

7. February 7, 2007 Increase and reclassification of authorised share capital from Rs. 2000 lakhs divided into 2,00,00,000 Equity Shares of Rs. 10/- each to Rs. 5000 lakhs divided into 2,47,50,000 Equity Shares of Rs. 10/- each and 12,50,000 Preference Shares of Rs. 202/- each

8. October 9, 2007 Change in the Main Objects of the Company by way of additions of new Objects.

Subsidiary of JMC Projects (India) Ltd. JMC Mining and Quarries Ltd. JMC Mining and Quarries Ltd. was incorporated as JMC Mining and Quarries Private Ltd. on February 1, 1996. It was subsequently converted into a Public Limited Company on June 10, 1998 pursuant to the erstwhile section 43A of the Companies Act, the same being a wholly owned subsidiary company of JMC. The Registered Office is situated at A-104, Shapath-4, Opp. Karnavati Club, S. G. Road, Ahmedabad - 380 051. JMC Mining and Quarries Ltd. has facilities at Thasara, Dist. Kheda for manufacturing aggregates like kapchi, grit and rubble, which are the basic raw materials required for construction activity. It supplies this basic material of consistent quality to supplement the raw material requirements of the projects handled by JMC as well as to other external clients. Due to the quality advantage available to JMC Mining and Quarries Ltd., it has established its name in the supply of crushed aggregate in and around Kheda district. With the increased expenditure on road development projects by the Government, across the country and more particularly, in the vicinity of the operations of JMC has increased and hence advantageous to JMC Mining and Quarries Ltd. Board of Directors

64

1. Mr. Hemant Modi 2. Mr. Suhas Joshi 3. Mrs. Sonal Modi 4. Mr. Kamal Jain

Shareholding Pattern as on June 30, 2009 Name No. of

Shares % of capital

JMC Projects (India) Ltd. 499400 99.88%Nominees of JMC Projects (India) Ltd. 600 0.12%Total 500000 100.00%

For Financials refer “Financial Statements” beginning on page 100 of this Letter of Offer Conflict of Interest JMC Mining and Quarries Ltd. is into manufacturing and trading of aggregates that supplements the construction business of JMC. There are no conflicting businesses or interests amongst JMC and JMC Mining and Quarries Ltd. Litigations For details refer ‘Outstanding Litigations and Defaults’ on page 231 of the Letter of Offer. Shareholders’ Agreement A MOU was entered into between Late Mr. I.K. Modi, Mr. Hemant Modi, Mr. Suhas Joshi and their relatives and Minar Investments and Finance Pvt. Ltd. (“Sellers”) and Kalpataru Power Transmission Limited and Kalpataru Energy Venture Pvt. Ltd. (“Purchaser”) on October 1, 2004 for purchase of Equity Shares of JMC. A Share Purchase Agreement was entered into between the aforesaid parties on October 14, 2004 for purchase of 15,00,000 Equity Shares JMC. For further details refer Change in Management Control under “History and Corporate Structure” beginning on page 60 of this Letter of Offer. Strategic Partners The Company has not entered into any strategic partnership with any other company. Financial Partners The Company has not entered into any financial partnership with any other company. Joint Venture Agreements The Company has entered into the following joint ventures agreements for its ongoing projects: Sr. No.

Project Name Name of Joint

Venture

Joint Venture Partners and

sharing pattern

Sharing Ratio (%)

Date of Joint

Venture

Contract Value (Rs.

65

Agreement

Lakhs)

1. Design, detailed engineering, supply, fabrication, erection, construction, testing, commissioning and guaranteeing of combine effluent treatment plant included raw effluent pumping stations rising mains and appurtenant works at Najafgarh Road Industrial Area.

JMC-Associated

JMC Projects (India) Ltd. and Associated Environmental Engineers Pvt. Ltd. (subsequently name changed to UPL Environment Engineers Ltd.)

51:49 August 17, 2002

887.15

2. Four laning and strengthening of existing two lane National Highway No. 45-B from Trichy Bypass End to Madurai via Melur From Km. 0.00 to Km. 124.84. (Package I &II)

Aggarwal-JMC

Dineshchandra Aggrawal Infracon Pvt. Ltd. and JMC Projects (India) Ltd.

50:50 August 4, 2004

20498.14 21498.34

3. Construction of new four lane Agra bypass connecting Km. 176.80 of NH_2 to Km. 13.03 of NH-3 in the state of Uttar Pradesh

JMC-Sadbhav

JMC Projects (India) Ltd. and Sadbhav Engineering Ltd.

50.50:49.50 March 27, 2007

32670.13

4. Providing, construction Break Pressure Tank and supply and laying of M.S. Pipe Gravity main from Break Pressure Tank to Control Point at Bijalpur- Lot 1: construction Break Pressure Tank and supply and laying of M.S. Pipe Gravity main from Break Pressure Tank to Mhow Military Area (Ch. 0 m to 23165 m) Package No. IND/WS/12

JMC – Taher Ali

JMC Projects (India) Ltd. and Taher Ali Joint Venture

70:30 January 15, 2007

5556.49

66

Sr. No.

Project Name Name of Joint

Venture

Joint Venture Partners and

sharing pattern

Sharing Ratio (%)

Date of Joint

Venture Agreeme

nt

Contract Value (Rs.

Lakhs)

5. Providing, construction Break Pressure Tank and supply and laying of M.S. Pipe Gravity main from Break Pressure Tank to Control Point at Bijalpur- Lot 2: Supply and laying of M.S. Pipe Gravity main from Mhow Military Area to Control Point Bijalpur(Ch. 23165 m to 43055 m) Package No. IND/WS/12

JMC – Taher Ali

JMC Projects (India) Ltd. and Taher Ali Joint Venture

70:30 January 15, 2007

5283.36

6. Supply, Laying, Jointing, Testing and Commissioning of Raw Water Pumping Main and Allied Works- Lot No. 1 - Replacement of pipe from intake to existing WTP (Ch. 210 m to 3290 m) Lot No. 2 Raw Water Pumping Main from intake well to WTP (Ch. 210 m to 14250 m) Package No. IND/WS11

JMC – Taher Ali

JMC Projects (India) Ltd. and Taher Ali Joint Venture

60:40 January 15, 2007

4809.01

7. Supplying, Laying, Jointing, Testing and Commissioning of Distribution Network in Ward Nos. 5, 19 to 25 of Bhopal, Contract Package No. BPL-WS-08

JMC-PPPL JMC Projects (India) Ltd. and Permanent Prestress Pvt. Ltd. *

75:25 April 27, 2007

991.94

8. Part Design and Construction of Viaduct and Structural work of three elevated Stations (Botanical Garden, Golf Course and Noida City Centre) on New Ashok Nagar- Noida Corridor of Phase-II of Delhi MRTS Project

GIL-JMC Gammon India Ltd. and JMC Projects (India) Ltd.

70:30 September 20, 2006

19535.00

67

Sr. No.

Project Name Name of Joint

Venture

Joint Venture Partners and

sharing pattern

Sharing Ratio (%)

Date of Joint

Venture Agreeme

nt

Contract Value (Rs.

Lakhs)

9. Construction of New Terminal Building and allied works at Dibrugrh Airport

JMC-Tantia JMC Projects (India) Ltd. and Tantia Constructions Co. Ltd.

50:50 July 2, 2005

3674.74

10. Construction of New International Terminal Building (Phase II) and Inter Terminal Link at Ahmedabad Airport

JMC-MSKE

JMC Projects (India) Ltd. and M.S. Khurana Engineering Ltd.

60:40 October 8, 2007

8386.00

* Permanent Prestress Pvt. Ltd has merged with Vishal Nirmiti Pvt. Ltd. w.e.f April 1, 2006.

68

MANAGEMENT

Board of Directors

Sr. No.

Name, Designation, Address & Occupation

Age Date of joining the

Company as Director

Details of other directorships held

1. Mr. D. R. Mehta Non-executive Independent Chairman DIN: 01067895 S/o Mr. Hanwant Raj Mehta B-5, Mahavir Udyan Marg Bajaj Nagar Jaipur, Rajasthan -302015 Occupation: Retired

72 December 11, 2008

• Jain Irrigation Systems Ltd. • Poly Medicare Ltd. • Spice Investment and Finance

Advisors Pvt. Ltd. • Spice Innovative Technologies

Pvt. Ltd.

2. Mr. Hemant Modi Executive Promoter Director DIN: 00171161 S/o Late. Mr. I.K. Modi Plot No. 363/A, Lane 18, Satyagrah Chhavni Society Satellite Rd, Ahmedabad – 380 015. Occupation: Business

54 June 5, 1986 • JMC Infrastructure Ltd. • SAI Consulting Engineers Pvt.

Ltd. • JMC Mining and Quarries Ltd. • JMC Consultants & Developers

Pvt. Ltd.

3. Mr. Suhas Joshi Executive Promoter Director DIN: 00171232 S/o Mr. Vasantrao Joshi 14, Vrundavan, Part-2 Thaltej Shilaj Road, Thaltej, Ahmedabad – 380 059 Occupation: Business

54 June 5, 1986 • JMC Infrastructure Ltd. • JMC Mining & Quarries Ltd • JMC Consultants and Developers

Pvt. Ltd. • JMC B&R Infra Bharat Deesa

Toll Road Pvt. Ltd.

69

S.No Name, Designation,

Address & Occupation

Age Date of joining the Company as Director

Details of other directorships held

4. Mr. Kamal Jain Non-executive Director DIN: 00269810 S/o Mr. Mohanlalji Kanaiyalalji Jain ‘NINAAD’ C-24, GIDC Opp. Videocon Factory, K Road, Sector 26, Gandhinagar - 382 044 Occupation: Service

52 February 5, 2005

• Energylink (India) Pvt. Ltd. • JMC Mining and Quarries Ltd. • Shree Shubham Logistics Ltd. • N.G. Realty Pvt. Ltd. • Adeshwar Infrabuild Limited • Kalpataru Power Transmission

(Mauritius) Ltd. • Kalpataru SA (Proprietary) Ltd.

5. Mr. Mahendra. G. Punatar Non-executive Independent Director DIN: 00533198 S/o Mr. Gulabrai Punatar 1302, 13th Floor, Raheja Majestic, Nr. Starcity Cinema, Manmala Road, Matunga (W), Mumbai – 400 016 Occupation: Business

73 January 30, 2006

Kalpataru Power Transmission Ltd.

6. Mr. Ramesh Sheth Non-executive Independent Director DIN: 00461393 S/o Mr. Maganlal Sheth Kanak Vihar, 511 Adenwala Road Mumbai – 400 019. Occupation: Business

76 October 1, 2007

• VMS Consultants Pvt. Ltd.

70

7. Mr. Manish Mohnot Non-Executive Director DIN : 01229696 S/o. Mr. Dashrathmal Mohnot C/4/11, Sunder Nagar S. V. Road Malad (W), Mumbai 400 064 Occupation : Service

37 May 29, 2009 • Kalpataru Power Tranmission Ltd.

• Shree Shubham Logistics Ltd. • Adeshwar Infrabuild Limited • Kalpataru SA (Proprietary) Ltd. • Kalpataru Power Transmission

Nigeria Ltd.

Mr. Ajay Munot and Mr. Kamal Jain were Directors nominated by KPTL as per the terms of the SPA dated October 14, 2004. However Mr. Ajay Munot has resigned from the Board of the Company w.e.f April 1, 2009. Mr. Kamal Jain is the Chief Financial Officer (CFO) of KPTL. Further, Mr. Manish Mohnot has been nominated by KPTL w.e.f. May 29, 2009 on the Board of the Company. Except the above, there is no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any person was selected as a director. None of the directors have any relationship with the promoters or other directors of the Company. There is no bonus/profit sharing plan with the directors except that Mr. Hemant Modi and Mr. Suhas Joshi are entitled to 1% commission/performance linked pay/profit sharing, within the permissible limits under the provisions of the Companies Act, 1956. Brief Details of the Directors For details of Mr. Hemant Modi and Mr. Suhas Joshi, Promoter Directors refer section “Promoters” on page 95 of this Letter of Offer. Brief profile of other Directors Mr. D.R. Mehta (72) holds a BA degree and is a Bachelor of Law. He has also done management courses from institutions in London and USA. During his 41 years of tenure in civil service, he held various positions in the Government of Rajasthan, Government of India and also in Regulatory Bodies. He was the Deputy Governor of Reserve Bank of India (RBI) and Chairman of Securities and Exchange Board of India. He has been appointed as an Independent Director of the Company and has also been elected as the Chairman of the Company. Mr. Kamal Jain (52) is a Chartered Accountant having experience of 25 years in the field of finance, taxation, corporate affairs and human resource development. Mr. Mahendra G Punatar (73) holds a Masters Degree in Structural Engineering and has profound experience of over 48 years in planning and designing structures like bridges, transmission line towers, production etc. Mr. Ramesh Sheth (76) holds a Masters Degree in Civil Engineering and has over 52 years of experience in design of civil and structural work for factories, industries, institutional buildings and large housing projects.

71

Mr. Manish Mohnot (37) is a Chartered Accountant and Cost Accountant having experience of 15 years of business consulting in the field of Power, Oil & Gas, Ports, Water Shipping, Tourism, Railways / Containers & Airports. Borrowing Powers of Directors Vide a resolution passed at the Extra-Ordinary General Meeting of the Company held on February 7, 2007, consent of the members of the Company was accorded to the Board of Directors of the Company pursuant to Section 293(1)(d) of the Companies Act, 1956 for borrowing from time to time any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate for the time being of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Company shall not at any time exceed the limit of Rs. 500 crore. Compensation to Vice Chairman and Managing Directors Mr. Hemant Modi – Vice Chairman and Managing Director In accordance with a resolution passed at the Board Meeting held on January 29, 2009 and the agreement dated January 31, 2009 entered into by the Company with Mr. Hemant Modi, Vice Chairman and Managing Director, the remuneration during his term of appointment upto March 31, 2012 has been fixed as follows w.e.f April 1, 2009. He is entitled to a basic salary of Rs. 2.50 lakhs p.m., other allowance of Rs. 1.50 lakhs p.m, perquisites such as fully furnished house or House Rent Allowance of Rs. 1 lakh p.m., expenditure incurred on gas, electricity, water and furnishing, medical benefits for self and family, Leave Travel Concession, club fees, personal accident insurance premium (not exceeding Rs. 10,000 p.a); perquisties not to exceed an amount equal to the annual salary. The salary and perquisites shall be exclusive of (i) contribution to provident fund, superannuation fund or annuity fund to the extent of these either singly or put together, are not taxable under the Income-Tax Act, 1961; and (ii) Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service. Mr. Hemant Modi is also entitled to 1% commission/performance linked pay/profit sharing, within the permissible limits under the provisions of the Companies Act, 1956. Apart from remuneration Mr. Hemant Modi is also entitled to free use of the Company’s car with driver for the business of the Company and a telephone at his residence. In case of absence or inadequacy of profits in any financial year, Mr. Hemant Modi will be entitled to a minimum remuneration in accordance with the provisions in the Companies Act, 1956. The above terms of appointment and remuneration have been approved by the shareholders of the Company in the AGM held on July 28, 2009. Mr. Suhas Joshi –Managing Director In accordance with a resolution passed at the Board Meeting held on January 29, 2009 and the agreement dated January 31, 2009 entered into by the Company with Mr. Suhas Joshi, Managing Director the remuneration during his term of appointment upto March 31, 2012 has been fixed as follows w.e.f April 1, 2009. He is entitled to a basic salary of Rs. 2.50 lakhs p.m., other allowance of Rs. 1.50 lakhs p.m, perquisites such as fully furnished house or House Rent Allowance of Rs. 1 lakh p.m., expenditure incurred on gas, electricity, water and furnishing, medical benefits for self and family, Leave Travel Concession, club fees, personal accident insurance premium (not exceeding Rs. 10,000 p.a); perquisties not to exceed an amount equal to the annual salary. The salary and perquisites

72

shall be exclusive of (i) contribution to provident fund, superannuation fund or annuity fund to the extent of these either singly or put together, are not taxable under the Income-Tax Act, 1961; and (ii) Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service. Mr. Suhas Joshi is also entitled to1% commission/performance linked pay/profit sharing, within the permissible limits under the provisions of the Companies Act, 1956. Apart from remuneration Mr. Suhas Joshi is also entitled to free use of the Company’s car with driver for the business of the Company and a telephone at his residence. In case of absence or inadequacy of profits in any financial year, Mr. Suhas Joshi will be entitled to a minimum remuneration in accordance with the provisions in the Companies Act, 1956. The above terms of appointment and remuneration have been approved by the shareholders of the Company in the AGM held on July 28, 2009. Compensation to Non-Executive Directors

The non-executive directors are paid no other remuneration apart from sitting fees of Rs. 10,000 per board meeting and Rs. 5000 per audit committee meeting. Mr. Kamal Jain, Non – Executive Director has been granted 32,550 Employee Stock Options. For details please refer ‘Notes to Capital Structure’, on Page 14 of this Letter of Offer. Term of Directors Mr. Hemant Modi and Mr. Suhas Joshi have been appointed as non-retiring directors. All other Directors are liable to retire by rotation and are eligible for re-appointment in General Meeting subject to the approval of the shareholders in terms of Section 257 of the Companies Act, 1956.

Compliance with Corporate Governance requirements

JMC Projects (India) Ltd. is fully compliant with the code of Corporate Governance as prescribed by the Listing Agreement.

The Company has complied with SEBI Guidelines in respect of Corporate Governance especially with respect to broad basing of Board, constituting the Committees such as Shareholders’ Grievance Committee, etc.

Board Composition

Name of Director Designation Mr. D.R. Mehta Chairman, Non-executive Independent Director Mr. Hemant Modi Executive Promoter Director Mr. Suhas Joshi Executive Promoter Director Mr. Kamal Jain Non-executive Director Mr. Mahendra. G. Punatar Non-executive Independent Director Mr. Ramesh Sheth Non-executive Independent Director Mr. Manish Mohnot Non-executive Director

Audit Committee

73

The Audit Committee was reconstituted on March 31, 2009 and it continues to function as prescribed under Section 292(A) of the Companies Act, 1956 and the terms of Reference of Audit Committee. The utilization of proceeds of the present Issue will be monitored on a quarterly basis by the Audit Committee.

The members of the Audit Committee are:

Name Category Mr. D.R. Mehta Non- Executive Independent Director/Chairman Mr. Kamal Jain Non -Executive Director/Member Mr. Mahendra G Punatar Non-Executive Independent Director/Member

Broad Terms of Reference of the Audit Committee

The terms of reference for the Committee as laid down by the Board include the following:

1. To discuss with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors

2. To review quarterly and annual financial statements before submission to the Board 3. To ensure compliance with the internal audit / statutory audit reports 4. To make recommendations to the Board on any matters relating to financial management and

enforce implementation of the same 5. Overseeing of the Company’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible 6. Recommending to the Board, the appointment, re-appointment and, if required, the

replacement or removal of the statutory auditor and the fixation of audit fees 7. Recommending the Board, the appointment, re-appointment of Internal Auditor, Scope of

Internal Audit and the fixation of audit fees 8. Reviewing, with the management, the annual financial statements before submission to the

board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be

included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b. Changes, if any, in accounting policies and practices and reasons for the same c. Compliance with listing and other legal requirements relating to financial statements d. Disclosure of any related party transactions e. Qualifications, if any in the draft audit report

9. Discussion with Internal Auditors any significant findings and follow up there on

During the year ended March 31, 2009, four meetings were held on May 22, 2008, July 30, 2008, October 24, 2008 and January 29, 2009. Further, two Audit Committee meetings were held on May 29, 2009 and July 28, 2009 during the current financial year.

Remuneration Committee

The Company has reconstituted the Remuneration committee on March 31, 2009. The Committee has been formed for the purpose of approving remuneration payable to Executive Directors, to review the remuneration package of the executive directors periodically, to frame and approve terms & conditions of Employee Stock Option Scheme and to discharge any other statutory duties and

74

functions as may be specified under the law or to perform such task(s) as may be entrusted by the Board of Directors from time to time. The committee members are:

Name Category Mr. D.R. Mehta Non-Executive Independent Director/Chairman Mr. Kamal Jain Non -Executive Director/Member Mr. Mahendra G Punatar Non-Executive Independent Director/Member

Terms of Reference

The broad terms of reference of the Committee is to review the terms of appointment of executive directors, their remuneration package including commission, to frame, approve and to determine the detailed terms and conditions of the Employee Stock Option Scheme in accordance with SEBI Guidelines.

During the year ended March 31, 2009 the Remuneration Committee met on January 29, 2009 for recommendation of remuneration payable to Mr. Hemant Modi, Vice Chairman and Managing Director and Mr. Suhas Joshi, Managing Director on their re-appointment.

Shareholders’ Grievances Committee

This Committee was reconstituted on December 11, 2008 to specifically look into shareholders’ complaints like non-receipt of transferred shares, annual report, declared dividend, revalidation of refund order, etc. and to redress the same expeditiously. The members of this committee are:

Name Category Mr. Kamal Jain Non- Executive Director/Chairman Mr. Suhas Joshi Executive Director/Member Mr. Hemant Modi Executive Director/Member

Terms of Reference

1. To discuss and take steps to resolve any of the shareholders’ complaints relating to share transfer, payment of dividend, non-receipt of the Annual Report and Notices of the Members’ meetings, furnishing of various information, production of statutory records for inspection, issue of duplicate shares etc.

2. To issue necessary instructions to the Secretarial Department and the Share Transfer Agents of the Company to resolve any of the queries or complaints received from the shareholders.

3. To periodically review the shareholders’ complaints received and steps taken to resolve the same.

During the year ended March 31, 2009 the committee meetings were held on May 13, 2008, July 30, 2008, October 24, 2008 and January 29, 2009. Further, two Shareholders’ Grievance Committee meetings were held on May 29, 2009 and July 28, 2009 during the current financial year.

During the year ended March 31, 2009 the Company had received 4 complaints, all of which were resolved and there are no complaints pending. Further, the Company has not received any complaints during the quarter ended June 30, 2009.

Policy on disclosures and internal procedure for prevention of insider trading

75

Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) regulations, 1992 is applicable to the Company and its employees, which requires implementation of code of internal procedures and conduct for the prevention of insider trading. The Company has implemented the policy in line with the SEBI guidelines issued in this regard. Interest of the Directors All the Directors of the Company, apart from the normal remuneration and other benefits including reimbursement of expenses incurred and their shareholding in the Company (including rights entitlement, if any) have no other interests in the Company except in respect of commercial transactions between the Company, its subsidiaries and other companies in which they are interested in the capacity of promoter directors. Qualification Shares A Director need not hold any shares in the Company to qualify for the office of a Director of the Company. Shareholding of Directors

Director No. of Shares held in JMC % to total share capital

Mr. Suhas Joshi 83,727 0.46%

Mr. Hemant Modi 3,34,000 1.84%

Apart from the above, none of the directors hold any shares in JMC.

Changes in the Directors in the last three years

Director Date of Appointment Date of Cessation Reason

Mr. Manish Mohnot May 29, 2009 -- Appointed

Mr. Ajay Munot February 5, 2005 April 1, 2009 Resigned

Mr. Vijay Choraria February 5, 2005 December 11, 2008 Resigned

Mr. Kamal Jain February 5, 2005 -- Appointed

Mr. M .D Khattar November 21, 2005 April 1, 2008 Resigned

Mr. Mahendra G Punatar January 30, 2006 -- Appointed

Mr. Ramesh Sheth October 1, 2007 -- Appointed

Mr. D.R. Mehta December 11, 2008 -- Appointed

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Key Management Personnel

S.No. Name, Age, Designation & Qualification

Previous Employment

Total Exp. (in

Years)

JMC Exp. (in Years)

Date of Joining

Responsibility Remuneration p.a.

(Rs. In Lakhs)*

1 Mr. V. Lanka, 62 President (SIO) B E Civil

• Bharat Heavy Electrical Ltd.

• Bharat Heavy Plates & Vessel Ltd.

45 13 July 2, 1996 1. Strategic Business Unit Head for South India Operations

2. Identifying opportunities and business expansion

3. Negotiation, finalizing and monitoring contracts

36.00

2 Mr. Shailendra Kumar Tripathi, 45 President & COO (INFRA) B E Civil

• Oriental Structural Engineers

• L & T • Gammon

India Ltd.

25 1 July 7, 2008 Responsible to handle overall operations of Infrastructure division

48.00

3 Mr. Atul Shah, 50 Sr. Vice President (WIO) BE Civil, MBEM

• HCC Ltd. • Cemindia Co

Ltd.

28 10.2 April 21, 1999

Strategic Business Unit Head for Western India Operations

39.00

4 Mr.Anupam Dhiman, 49 Vice President - Power B. Tech – Civil, M. Tech

• Punj Lloyd Ltd

27 2.7 September 25, 2006

1. Strategic Business Unit Head for Power Projects.

2. Identifying opportunities and business expansion

3. Negotiation, finalizing and monitoring contracts

27.00

5 Mr. Moloy Roy, 54 Vice President (EIO) B. Tech Civil

• Bridge & Roof Co.(I) Ltd

32 1.8 August 20, 2007

1. Strategic Business Unit Head for East India Operations

2. Identifying opportunities and business expansion

3. Negotiation, finalizing and monitoring contracts

24.70

77

6 Mr. Narendra R Kantawala, 58 Vice President - Contracts B.E Civil

• Ramjibhai Jirjibhai & Sons

• Ruchi Constructions

36 17.7 September 20, 1991

1. Responsible for exploring, compiling & presenting data as required by Arbitrators / Advocates.

2. Reviewing contractual claims

3. Guiding project team on contractual matters of on-going projects.

21.00

7 Mr. Ashwani Kumar Gulati, 52 Vice President - Projects B.T ech - Civil

• EMMAR MGF

• Reliance Industries Ltd

• Simplex Concrete Piles India Ltd

28 0.7 October 15, 2008

1. In-charge of operations in Mumbai / MP / Goa.

2. Monitoring of the projects for timely completion and safety requirements

32.00

8 Mr. Nitin Parikh, 53 Asst. Vice President - Accounts B.Com

• Tata Textile • Arbuda Mills

Ltd.

33 20.3 February 1, 1989

1. In-charge of Accounting System of South India Operations

2. To manage all commercial aspects of Purchase and Sub contracts.

3. To manage cash flow of Southern India Operations

4. Review of monthly profitability

28.20

9 Mr. Shanthakumar G. M., 43 Asst. Vice President - Project B.E Civil

• NS Constructions

• Skyline Construction Pvt Ltd

21 8.1 April 9, 2001

Monitoring of projects at Bangalore for timely completion and safety requirements

28.20

10 Mr. K.R. Jayaprakasan, 51 Asst. Vice President D. C. E.

• Ahluwalia Contracts (I) Ltd

28 1.3 March 26, 2008

Monitoring of projects at Bangalore and Chennai for timely completion and safety requirements

23.00

11 Mr. D. Lakshmi Narayana, 44 Asst. Vice President B.E Civil

• Gannon Dunkerley

• Shahpoorji & Pallonji Co.

23 4.3 February 1, 2005

Monitoring of projects at Hyderabad for timely completion and safety

24.00

78

Ltd. requirements.

12 Mr. Nawrang Singh Punia, 51 Asst. Vice President - Project D. C. E.

• B.L. Kashyap & Sons Ltd.

• Gujarat Ambuja Cements

• Flex Industries

29 2.1 April 20, 2007

Monitoring of project execution for Northern Region.

24.00

13 Mr. P.K. Mishra, 50 Asst. Vice President B.E - Civil

• AFCONS Infrastructure Ltd,

• Elecon, • HCC

26 0.8 August 26, 2008

Responsible for upcoming Building &Factories projects in outskirts of Delhi & NCR and infrastructure projects in Delhi.

23.00

14 Mr. B. N. Nagaraj, 44 Asst. Vice President - Project BE Civil

• L & T • Konkan

Railway Corporation

22 2.0 June 26, 2007

1. Monitoring of the project for timely completion and safety requirements

2. Facilitating between Project Execution Team and Regional Office.

30.00

15 Mr. Shripad Ganesh Edkee, 61 Advisor - P&M B.E -Mechanical

• HCC Ltd. 41 1.0 June 16, 2008

Incharge of Plant &Machinery Function – Infrastructure Division.

30.00

16 Mr. Rabindra Nath Bose, 50 Asst. Vice President B.E - Civil

• ITD Cementation India Ltd.

27 0.9 July 7, 2008 Responsible for establishing the piling business

21.00

17 Mr. Aloke Kumar Dey, 45 Asst. Vice President B.E - Civil

• India Bulls Real Estate

• L & T • ECC • Elecon

23 0.7 October 3, 2008

Monitoring of the power projects for timely completion and safety requirements

25.00

18 Mr. Amit K Raval, 43 Asst. Vice President & CFO B. Com, FICWA, MBA, CS (INTER)

• Fisher Rosemount India Ltd.

• Yokogawa Bluestar Ltd.

21 9.3 November 2, 2000

1. In-charge of Accounts and Taxation

2. MIS

24.00

79

19 Mr. Virendra Kumbhat, 43 Asst. Vice President - Commercial M.Com, CA

• Self Employed

18 4.2 March 1, 2005

1. In-charge of costing & Auditing of Western India

2. Developing auditing system

3. Monitoring Zero base budgeting

4. Cost control

21.60

20 Mr. Ashish Shah, 29, Company Secretary B.Com, LLB, ACS

• JMC Projects (India) Ltd.

• Kalpataru Power Transmission Ltd.

• Provogue (India) Ltd.

5 3.5 January 1, 2009

1. Secretarial related matters

4.50 (Anualise

d)

21 Mr. Subrata Kumar Sahani ** 50, Asst. Vice President, D. C. E.

• Punj Lloyd • NBC Ltd. • Kumbardhubi

Fireclary & Silica Works

• Hindustan Construction Company Ltd.

24 2.7 September 6, 2006

Responsible for Business Development & Tendering related activities of Power Division

21.90

22 Mr. Sauranbh Shrirup, 42, Asst. Vice President, B.Tech. - Civil

• L &T Ltd., • PSL Holdings

Ltd. • Studio Plus • Aakaar

Consulting Engineers

20 0.2 April 27, 2009

Monitoring of Projects in Gujarat for timely completion and safety requirements

27.00

* Actual Remuneration paid during Financial Year 2008-09. ** Mr. Subrata Kumar Sahani has been promoted as Asst. Vice President w.e.f. April 1, 2009. Note: Mr. Sauranbh Shrirup has joined as Asst. Vice President on April 27, 2009.

The persons whose names appear as key management personnel are on the rolls of the Company as permanent employees. Employees of the Company’s subsidiaries / group companies have not been included in the key managerial personnel. There is no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any person was selected as a member of senior management. None of the Key Managerial Personnel have any relationship with the promoters or the directors of the Company. There is no bonus/profit sharing plan with the key managerial personnel. Details of shares held by Key Managerial Personnel as on July 31, 2009

Sr.No Name of the key managerial personnel No. of shares held % to total capital 1 Mr. V. Lanka 5562 0.032 Mr. Nitin C. Parikh 100 0.003 Mr. Amit K Raval 200 0.004. Mr. N. S. Punia 10 0.005. Mr. Ashish Shah 103 0.00

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The above-mentioned shares have been acquired by them through market purchases and / or allotted in the rights issue. Changes in Key Managerial Personnel during the last three years

Name Designation Date of appointment/resignation

Reason/ Change

2009-10 Mr. Alok C Sapre Sr. Vice President August 07, 2009 Resigned Mr. Subrata Kumar Sahani Asst. Vice President September 6, 2006 Promoted

w.e.f. April 1, 2009

Mr. Saurabh Shrirup Asst. Vice President April 27, 2009 Joined 2008-09 Mr. Ashish Shah Company Secretary January 1, 2009 Joined Mr. Ashwani Kumar Gulati Vice President October 15, 2008 Joined Mr. Aloke Kumar Dey Asst. Vice President October 3, 2008 Joined Mr. P.K. Mishra Asst. Vice President August 26, 2008 Joined Mr. Shailendra Kumar Tripathi President July 7, 2008 Joined Mr. Rabindranath Bose Asst. Vice President July 7, 2008 Joined Mr. Shripad Ganesh Edkee Advisor P & M June 16, 2008 Joined Mr. Pranab Chakraborty Asst. Vice President April 30, 2008 Resigned 2007-08 Mr. K. R. Jayaprakasan Asst. Vice President March 26, 2008 Joined Mr. Moloy Kumar Roy Vice President August 20, 2007 Joined Mr. Naresh Kachhwah Asst. Vice President May 31, 2007 Resigned Mr. Nawrang Singh Punia Asst. Vice President April 20, 2007 Joined Mr. Ashish Shah Company Secretary February 29, 2008 Resigned

Bonus or Profit Sharing Plan for the Key Managerial Personnel There is no profit sharing plan for the key managerial personnel. The Company makes bonus payments as per their terms of appointment. Employees Stock Option Scheme The Company has implemented the Employee Stock Option Scheme 2007 (ESOP) pursuant to the resolution passed by the members at the Annual General Meeting held on July 13, 2007. The Company granted 6,00,000 Employee Stock Options exercisable into 6,00,000 Equity Shares of Rs. 10/- each to eligible employees at a price of Rs. 217/- per share being 20% discount to the market price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of Remuneration Committee duly authorized, in which the ESOP was granted. For further details please refer section “Capital Structure” beginning on page 13 of this Letter of Offer.

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Employees JMC had 2,148 employees as on June 30, 2009. The broad break up of these employees is given below: Category Nos.

Engineers & Supervisors 1330

Supporting Staff - Admin & Commercial 468

Plants &Machinery Staff 250

Execution staff 100

Grand Total 2148

Payment or Benefit to officers of the Company (non- salary related) The Company provides Medical Insurance for all its employees. It also provides Group Personal Accident Insurance for all its permanent employees. The on-site labourers hired by the Company are covered under the Workmen Compensation policy. For senior officials the Company has policies for leased accommodation and company owned car scheme on a case-to-case basis. Ventures Promoted by the Promoters (Mr. Hemant Modi and Mr. Suhas Joshi) JMC Infrastructure Ltd. JMC Infrastructure Ltd. was incorporated on January 13, 1995 as Interlink Aeroproducts Private Ltd. It was subsequently converted into a Public Limited Company on December 13, 1999. The name was subsequently changed to JMC Infrastructure Ltd. on December 16, 1999. The promoters of JMC Infrastructure Ltd. are Mr. Hemant Modi and Mr. Suhas Joshi JMC Infrastructure Ltd. was incorporated mainly with the objective to execute Infrastructure projects on its own or through Joint Venture / tie ups with other companies. In the financial year 2000-01, it commenced the fly- over project at Worli, Mumbai which was completed in the financial year 2002-03. Apart from letting out machineries on hire, presently no business is being carried out by JMC Infrastructure Ltd. The Directors on the Board are Mr. Hemant Modi, Mr. Suhas Joshi and Ms. Sonal Modi Shareholding Pattern as on June 30, 2009

Name of Shareholder No. of shares held % to total capital

Hemant Modi 23800 47.60Sonal Modi 1000 2.00Suhas Joshi 24800 49.60Others 400 0.80Total 50000 100.00

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Financials (Rs. Lakhs)

Particulars 2007-08 2006-07 2005-06 Equity Capital 5.00 5.00 5.00 Reserves 27.05 30.24 24.24 Income 85.85 61.41 84.30 Profit after tax 3.29 6.11 17.85 Earnings per share (EPS) (in Rs.) 6.58 12.21 35.70 Net Asset Value (NAV) per share (Rs.) 64.09 70.48 58.47

The financial statements for financial year 2008-09 are under preparation and hence the same is not available at present. Conflict of Interest There is no conflict of business interests between JMC and JMC Infrastructure Ltd. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. SAI Consulting Engineers Pvt. Ltd. (Formerly known as Sheladia Associates & Consultants India Pvt. Ltd.) SAI Consulting Engineers Private Ltd. was founded by Mr. Hemant Modi. It was incorporated on February 14, 1983 to carry on the business as Consulting Engineer in the areas of Civil Engineering, Architects, Structural Engineering, Electrical Engineering, Mechanical Engineering, Industrial Engineering, Electronics Engineering, and Design Engineering for Highway Design and traffic Transportation, water and environment, urban planning, project management and building engineering. The name was changed from Sheladia Associates and Consultants (India) Pvt. Ltd. to SAI Consulting Engineers Private Ltd. with effect from February 21, 2005. SAI Consulting Engineers Pvt. Ltd. carries out its business activities independent of JMC. SAI Consulting Engineers Pvt. Ltd. is a fast growing multidisciplinary consultancy organization engaged in the areas of civil engineering and project management consulting services in various sectors like Highways, Bridges, Urban and Regional Planning, Buildings, Water Resources, Water and Waste Water, Irrigation, Railways, Environmental Studies in India and other countries. SAI provides services of a project ranging from feasibility studies, thorough planning, detailed engineering design, architectural and structural engineering, survey and geo-technical engineering, tender assistance, procurement assistance, construction supervision, quality control and third party quality assurance and complete project management as single point responsibility. The Directors are Mr. Hemant Modi, Mr. Vijay Choraria, Ms. Sonal Modi, Mr. Deval Shah, Mr. S. Ramanathan, Mr. Dhaval Parikh and Mr. Mukesh Jethwani.

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The shareholding pattern as on June 30, 2009

Name of Shareholder No. of shares held % to total capital Hemant Modi 1779950 63.47 Ami Hemant Modi 133250 4.75 Sonal H Modi 50000 1.78 Sharyans Resources Ltd. 841371 30.00 Total 2804571 100.00

Financials

(Rs. Lakhs) Particulars 2007-08 2006-07 2005-06 Equity Capital 280.46 200.00 17.13* Reserves 1024.93 312.80 341.47 Income 2798.10 1695.57 1298.24 Profit after tax 302.43 153.91 91.38 Earnings per share (EPS) (in Rs.) 11.62 7.70 533.59* Net Asset Value (NAV) per share (Rs.) 50.16 25.64 2093.96*

Equity Shares subdivided from nominal value of Rs. 100/- each to Rs. 10/- each. The financial statements for financial year 2008-09 are under preparation and hence the same is not available at present. Conflict of Interest There is no conflict of business interest between JMC and SAI Consulting Engineers Private Ltd. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. JMC Consultants and Developers Pvt. Ltd. JMC Consultants and Developers Pvt. Ltd. was originally incorporated as L&M – JMC India Pvt. Ltd. on December 4, 2000 by Mr. Hemant Modi and Mr. Suhas Joshi as a SPV to bid for and execute an IT park project in Bangalore in Joint Venture Partnership with an Indonesian company. However, the project was not awarded to the Joint Venture. The name was changed to JMC Consultants and Developers Pvt. Ltd. on February 20, 2004 subsequent to the resignation of the directors of the Indonesian Company. At present no business is being carried out by the Company. Mr. Hemant Modi and Mr. Suhas Joshi are the Directors. Shareholding Pattern as on June 30, 2009

Name of Shareholder No. of shares held % to total capital Hemant Modi 5000 50.00Suhas Joshi 5000 50.00Total 10000 100.00

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Financials

(Rs. Lakhs) Particulars 2007-08 2006-07 2005-06 Equity Capital 1.00 1.00 1.00 Reserves (0.67) (0.55) (0.48) Income 0.00 0.00 0.00 Profit after tax (0.13) (0.06) (0.13) Earnings per share (EPS) (in Rs.) -- -- -- Net Asset Value (NAV) per share (Rs.) 3.29 4.55 5.13

The financial statements for financial year 2008-09 are under preparation and hence the same is not available at present.

Conflict of Interest There is no conflict of business interest between JMC and JMC Consultants and Developers Pvt. Ltd. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

J.M. Construction J.M Construction is a partnership firm formed on January 20, 1994 by Mr. Hemant Modi and Mr. Suhas Joshi. It was formed for the purpose of carrying on construction business as civil contractors, engineers and designers. JMC sub-contracts small size construction work to J.M. Construction. The profit sharing ratio of the partners is as follows: Mr. Hemant Modi – 50% Mr. Suhas Joshi – 50% Financials

(Rs. Lakhs) Particulars 2008-09 2007-08 2006-07 2005-06 Total Income -- -- 0.04 --Net Profit/(Loss) (0.06) (0.04) (0.38) (0.20)Partners Capital (2.77) (42.81) (42.77) (42.39)

Conflict of interest There is no conflict of business interest between JMC Projects (India) Ltd. and J.M. Construction. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

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Subsidiaries of Kalpataru Power Transmission Ltd. Energylink (India) Ltd. Energylink (India) Ltd. was incorporated as Energylink (India) Private Ltd. on January 16, 2001 and subsequently converted into a Public Limited Company w.e.f May 21, 2007. It was incorporated to carry out the business of construction of residential projects with its focus being constructions of large integrated township targeting middle and upper middle class income households. The Company became a subsidiary of KPTL w.e.f January 30, 2007. The Board of Directors comprise of Mr. Imtiaz I Kanga, Mr. Parag M Munot and Mr. Kamal Jain. The Company has identified a location near Ahmedabad to set up multi product SEZ and started acquiring land for the same. Shareholding Pattern as on date

Name of Shareholder No. of shares held

% to total capital

Kalpataru Power Transmission Ltd. (KPTL) 999400 99.94Nominees of KPTL 600 0.06Total 1000000 100.00

Financials

(Rs. Lakhs) Particulars 2008-09 2007-08 2006-07 2005-06 Equity Capital 100.00 100.00 100.00 1.00Reserves 18.22 (0.59) 0.00 0.00Income 47.85 0.28 0.00 0.00Profit / (Loss) after tax 18.81 (0.27) 0.00 0.00Earnings per share (EPS) (Rs.) 1.88 -- -- --Net Asset Value (NAV) per share (Rs.) 11.82 9.94 10.00 10.00

Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

Saicharan Properties Limited (a 100% Subsidiary of Energylink (India) Limited) Saicharan Properties Limited was incorporated as Saicharan Properties Private Limited on December 29, 2006 and subsequently converted into a Public Limited Company w.e.f April 29, 2009. It was incorporated to develop real estate projects. The Company became a subsidiary of Energylink (India) Limited w.e.f 30th June, 2009. The Board of Directors of the Company are Mr. Narendra S. Lodha, Mr. Parag M Munot and Mr. Anuj A. Munot.

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Shareholding Pattern

Name of Shareholder No. of shares held

% to total capital

Energylink (India) Ltd. 49400 98.806 Nominees of Energylink 600 1.20Total 50000 100.00

Financials

Rs. in lakhs Particulars 2008-09 2007-08Equity Capital 5.00 1.00Reserves 0.00 0.00Income 0.00 0.00Profit/(Loss) after tax (0.64) (1.01)Earnings per share (EPS)(Rs.) (5.93) (10.06)Net Asset Value (NAV) per share (Rs.) 9.96 9.76

Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations There is no past and present outstanding litigation by or against the Company. Adeshwar Infrabuild Limited Adeshwar Infrabuild Limited was incorporated on August 11, 2009 as a Limited Company and a wholly owned subsidiary of KPTL. The main business activities of the Company include manufacturing and dealing in Cement.

The Board of Directors of the Company consists of Mr. Kamal Jain, Mr. Manish Mohnot and Mr. Parag Munot.

Shareholding Pattern as on August 12, 2009

Name of Shareholder No. of shares held

% to total capital

Kalpataru Power Transmission Ltd. (KPTL) 49994 99.996 Nominees of KPTL 6 0.001Total 50000 100.00

Financials

Adeshwar Infrabuild Limited is newly incorporated and hence the financials have not been prepared.

Conflict of Interest

There is no conflict of business interest with that of JMC Projects (India) Limited.

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Litigations

There is no past or present outstanding litigation by or against the Company.

Shree Shubham Logistics Ltd. Shree Shubham Logistics Ltd. was incorporated on January 19, 2007 as a Private Limited Company and subsequently changed to Public Limited Company w.e.f April 20, 2007. The Company is in the business of providing cold storage, logistics and warehousing. It has warehousing facilities at various locations in the States of Rajashtan, Gujarat and Maharashtra. Shree Shubham Logistics Ltd. became a subsidiary of KPTL w.e.f. March 19, 2007. The board of the Company consists of Mr. Aditya Bafna, Mr. Shubhendra Kumar Bafna, Ms. Sumitra Bafna, Mr. Manish Mohnot and Mr. Kamal Jain. Shareholding Pattern as on date

Name of Shareholder No. of shares held % to total capital Kalpataru Power Transmission Ltd. (KPTL) 1,60,00,000 80.00Others 40,00,000 20.00Total 2,00,00,000 100.00

Financials

(Rs. Lakhs) Particulars 2008-09 2007-08 2006-07 Equity Capital 2,000.00 1,600.00 616.25 Reserves 51.86 33.61 (11.14) Income 5,128.07 4077.37 150.83 Profit after tax 16.94 52.32 (11.14) Earnings per share (EPS) (Rs.) 0.09 0.59 -- Net Asset Value (NAV) per share (Rs.) 10.26 10.21 9.82

Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. Amber Real Estate Ltd. Amber Real Estate Ltd. was incorporated as a Private Limited Company on August 21, 2007 and subsequently converted into a Public Limited Company w.e.f March 31, 2008 and became subsidiary of KPTL w.e.f May 16, 2008. The main business activities include construction of real estate project with its main focus on IT Parks. The board of the Company consists of Mr. Anuj A Munot, Mr. Narendra S Lodha and Ms. Sudha R Golecha.

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Shareholding Pattern as on date

Name of Shareholder No. of shares held

% to total capital

Kalpataru Power Transmission Ltd. (KPTL) 989900 99.996 Nominees of KPTL 100 0.01Total 990000 100.00

Financials

(Rs. Lakhs) Particulars 2008-09 2007-08 Equity Capital 99.00 5.00 Reserves (2.96) (0.83) Income 0.00 0.00 Profit after tax (2.13) (0.83) Earnings per share (EPS) -- Net Asset Value (NAV) per share (Rs) 9.70 8.35

Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. Kalpataru Power Transmission Nigeria Ltd. Kalpataru Power Transmission Nigeria Ltd. was incorporated as a subsidiary of Kalpataru Power Transmission Ltd. on May 19, 2008 in Nigeria under the Companies and Allied Matters Decree, 1990. The registered office is situated in Nigeria. It was incorporated to undertake the business of construction of Power Transmission Line Towers. It has not commenced activities. The Board of Directors consists of Kalpataru Power Transmission Ltd, Mr. Manish Mohnot and Mr. N. Sai Mohan. Shareholding Pattern as on date

Name of Shareholder No. of ordinary shares held

% to total capital

Kalpataru Power Transmission Ltd. 2499998 100.00 Manish Mohnot 1 0.00 Mr. N. Sai Mohan 1 0.00 Total 2500000 100.00

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Financial Information Kalpataru Power Transmission Nigeria Ltd. is yet to prepare its first Annual Financial Statements. Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. Kalpataru Power Transmission (Mauritius) Ltd. Kalpataru Power Transmission (Mauritius) Ltd. was incorporated as a subsidiary of Kalpataru Power Transmission Ltd. under Section 24 of the Companies Act, 1921 on January 9, 2009 in the Republic of Mauritius. It was incorporated as an investment company. The Board of Directors consists of Mr. Couldiplall Basanta Lala, Mr. Akshar Maherally, Ms. Rubina Toorawa, Mr. Kamal Jain and Mr. Parag M Munot. Shareholding Pattern as on date

Name of Shareholder No. of ordinary shares held

% to total capital

Kalpataru Power Transmission Ltd. 11275 100 Total 11275 100

Financial Information Kalpataru Power Transmission (Mauritius) Ltd. has been newly incorporated and hence financials have not been prepared. Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. Kalpataru SA (Proprietary) Limited Kalpataru SA (Proprietary) Ltd. was incorporated as Newshelf 961 (Proprietary) Ltd. under Section 64 of Companies Act, 1973 in the Republic of South Africa on February 29, 2008. The name was subsequently changed to the present name w.e.f October 16, 2008. It was incorporated to carry on the business of supply of all materials and equipment needed for the electric power transmission lines, the erection thereof and the reticulation and distribution of electricity transmission lines and related work.

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It became the subsidiary of Kalpataru Power Transmission Limited w.e.f September 3, 2008. It has not commenced activities. The Board of Directors consists of Mr. Manish Mohnot, Mr. N. Sai Mohan, Mr. Kamal Jain, Mr.Dhavelin Reddy and Mr. Aligasen Naidu. Shareholding Pattern as on date

Name of Shareholder No. of ordinary shares held

% to total capital

Kalpataru Power Transmission Limited 374500 74.90 PDNA Industrial Projects (Proprietary) Limited 125500 25.10 Total 500000 100.00

Financial Information Kalpataru SA (Proprietary) Ltd. is yet to prepare its first Annual Financial Statements. Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Limited. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. Group Companies Kalpataru Constructions Private Limited Kalpataru Constructions Private Ltd. was incorporated on October 29, 1981 as Kalpataru Constructions Pvt. Ltd. The name was subsequently changed to Kalpataru (Indo Saigon) Constructions Pvt. Ltd. w.e.f February 24, 1984. Subsequently the name was changed to Kalpataru Constructions Pvt. Ltd. w.e.f September 6, 1993. Kalpataru Constructions Pvt. Ltd. is a Real Estate Development and Construction Company. The main area of focus being residential real estate development projects in Mumbai. The operations of Kalpataru Constructions Pvt. Ltd. cover all aspects of real estate development right from the identification and acquisition of land, to the planning, execution and marketing of the projects. It is also involved in trade investment activities. The Board members are Mr. Mofatraj P Munot, Mr. Parag M Munot, Ms. Monica P Munot, and Mr. Imtiaz I Kanga. Shareholding Pattern as on date

Name of Shareholder No. of shares held

% to total capital

Kalpataru Properties Private Ltd. 15650 2.52 K.C. Holdings Private Ltd. 195900 31.60 MPM Holding Private Ltd. 38000 6.13

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Moftaraj P Munot 120337 19.41 Mofatraj P Munot- HUF 66382 10.71 Parag M Munot 33425 5.39 Monica P Munot 23875 3.85 Sudha R Golecha 500 0.08 Sunita V Choraria 500 0.08 Mofatraj P Munot- Trustee of Sudha Trust 29566 4.77 Mofatraj P Munot-Trustee of Sunita Trust 29566 4.77 Mofatraj P Munot- Partner of Kalpataru Builders 100 0.02 Mofatraj P Munot – Partner of Kalpataru Theatres 100 0.02 Parag M Munot jointly with Monica P Munot 36729 5.92 Monica P Munot jointly with Parag M Munot 26235 4.23 Imtiaz I Kanga jointly with Yasmin I Kanga 1110 0.18 Yasmin I Kanga 132 0.02 Imran I Kanga thru Imtiaz I Kanga 133 0.02 Imtiaz I Kanga jointly with Imran I Kanga 1759 0.28 Total 619999 100.00

Financials

(Rs. Lakhs) Particulars 2007-08 2006-07 2005-06 Equity Capital 620.00 620.00 620.00 Reserves 1319.83 581.08 353.67 Income 827.71 309.13 1310.39 Profit after tax 740.17 227.41 203.50 Earnings per share (EPS) (Rs.) 119.38 36.68 32.82 Net Asset Value (NAV) per share (Rs) 312.88 193.72 157.04

The financial statements for financial year 2008-09 are under preparation and hence the same is not available at present. Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Ltd. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.

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Kalpataru Properties Pvt. Ltd. (previously known as Kalpataru Construction Overseas Pvt. Ltd.) The Company was incorporated on June 9, 1975 as Kalpataru Consultants Private Ltd. The name was changed to Kalpataru Construction Overseas Pvt. Ltd. on January 21, 1982 and subsequently changed to Kalpataru Properties Pvt. Ltd. w.e.f June 6, 2006. The main business activities of Kalpataru Properties Pvt. Ltd. include Construction, Real Estate Development and Real Estate Consultancy. It is actively involved in development of residential projects. The major locations include Mumbai, Thane and Pune. Its operations cover all aspects of real estate development, beginning from the identification and acquisition of land, to the planning, execution and marketing of the projects. Kalpatraru Properties Pvt. Ltd. also carries out business through various partnership firms in which it has made investments. The Directors are Mr. Mofatraj P Munot, Mr. Sajjanraj H Mehta, Mr. Parag M Munot, Mr. Imtiaz I Kanga, Mr. Sharad V Bhansali, Mr. Suhas R Merchant, Mr. Anuj A Munot and Mr. Satish R Bhujbal. Shareholding Pattern as on date

Name of Shareholder No. of shares held

% to total capital

Aseem Properties Private Ltd. 52050 8.33Kalpataru Holdings Private Ltd. 48065 7.69K.C. Holdings Private Ltd. 19641 3.14Kalpataru Viniyog Private Ltd. 52082 8.33Kalpataru Ltd. 1 0.00MPM Holding Private Ltd. 56000 8.96Shouri Investment & Trading Co. Private Ltd. 28000 4.48Mrigashish Investemnt & Trading Co. Private Ltd. 28000 4.48Mofatraj P Munot- Partner of Kalpataru Constructions (Pune) 10 0.00Mofatraj P Munot- Partner of Kalpataru Builders 10 0.00Mofatraj P Munot- Partner of Kalpataru Builders (Mumbai) 10 0.00Moftaraj P Munot 58292 9.33Mofatraj P Munot- HUF 58314 9.33Parag M Munot 59111 9.46Monica P Munot 58600 9.38Sudha R Golecha 11451 1.83Sunita V Choraria 11450 1.83Mofatraj P Munot- Trustee of Sudha Trust 19109 3.06Mofatraj P Munot-Trustee of Sunita Trust 19109 3.06Imtiaz I Kanga jointly with Yasmin I Kanga 4748 0.76Tara I Kanga jointly with Imtiaz I Kanga 32439 5.19Imtiaz I Kanga 1269 0.20Yasmin I Kanga 2166 0.35Ismail M Kanga jointly with Imtiaz I Kanga 5000 0.80Total 624927 100.00

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Financials

(Rs. Lakhs) Particulars 2007-08 2006-07 2005-06 Equity Capital 624.93 624.93 624.93Reserves 9555.03 8549.31 4504.77Income 7601.14 11824.78 5368.19Profit after tax 1031.73 4044.54 922.88Earnings per share (EPS) (Rs.) 165.10 647.20 147.68Net Asset Value (NAV) per share (Rs.) 1628.98 1468.05 820.77

The financial statements for financial year 2008-09 are under preparation and hence the same is not available at present. Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Ltd. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. K.C. Holdings Pvt. Ltd. K.C. Holdings Pvt. Ltd. was incorporated on June 24, 1981. The main activity of the Company is investment in shares and real estate. The Directors are Mr. Mofatraj P Munot, Mr. Parag M Munot, Mr. Imtiaz I Kanga and Ms. Monica P Munot. Shareholding Pattern as on date

Name of Shareholder No. of shares held

% to total capital

Kalpataru Properties Private Ltd. 99975 99.98Mofatraj P Munot- Nominee of Kalpataru Properties Private Ltd. 25 0.03Total 100000 100.00

Financials

(Rs. Lakhs) Particulars 2007-08 2006-07 2005-06 Equity Capital 100.00 100.00 100.00Reserves 1731.31 1261.85 826.32Income 989.31 574.38 266.34Profit after tax 469.46 435.53 145.24Earnings per share (EPS) (Rs.) 469.46 435.53 145.24Net Asset Value (NAV) per share (Rs.) 1831.31 1361.85 926.32

The financial statements for financial year 2008-09 are under preparation and hence the same is not available at present.

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Conflict of Interest There is no conflict of business interest with that of JMC Projects (India) Ltd. Litigations For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer. COMPANY/FIRM FROM WHICH THE PROMOTERS HAVE DISASSOCIATED THEMSELVES DURING PRECEDING THREE YEARS The promoters have not disassociated themselves from any of the companies during three preceding years.

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PROMOTERS Mr. Hemant Modi, 54, is the Vice Chairman & Managing Director of the Company. He holds a masters’ degree in Civil Engineering from Rutgers, the State University of New Jersey, U.S.A. During 1980 to 1981, he worked as design engineer in Iffland Kavanagh Water Burry, P. C. New York, U.S.A. and during the years 1981 to 1983, he worked as a design engineer with Sheladia Associates Inc. Washington D.C., USA. From 1983 to 1986, he was one of the partners of Joshi & Modi Associates (partnership firm). Since June 1986 he is associated with JMC Projects (India) Ltd. He has a total experience of over 27 years in project management, execution and construction of Industrial structures and institutional and infrastructure projects. Mr. Suhas Joshi, 54, is the Managing Director. He holds a bachelor’s degree in Civil Engineering from M. S. University, Baroda. During 1980 to 1983, he worked as a partner with M/s Kanshiram A Patel, AA Class Contractors, Visnagar, and Gujarat. During 1983 to 1986, he was one of the partners of Joshi & Modi Associates (partnership firm). Since June 1986, he is associated with JMC Projects (India) Ltd. He has a total experience of over 28 years in execution of various projects. He is involved in operations and is responsible for all activities at various sites, which inter alia include planning and scheduling, site management, procurement and control of material usage. Kalpataru Power Transmission Ltd. (KPTL) Kalpataru Power Transmission Ltd. was incorporated on April 23, 1981 as HT Power Structure Private Limited with a registration no. of 04-4281 and is registered in Gujarat. The promoters of KPTL are Mr. Mofatraj Munot, Mr. Parag M. Munot and Mr. Ismail. M. Kanga. It was converted into a public limited company on December 20, 1993 and the name was changed to Kalpataru Power Transmission Ltd. on January 4, 1994 The Registered Office is located 101, Part III, G.I.D.C Estate, Sector -28, Gandhinagar, Gujarat and Corporate Office is located at Kalpataru Synergy, Opposite Grand Hyatt, Santacruz (East), Mumbai. KPTL made an initial public offer of its Equity Shares in December 1994 and is listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). KPTL is an engineering, procurement and construction company that provides integrated design, testing, fabrication, erection and construction services to the Indian Power Transmission Industry. It also provides EPC services to power transmission utilities outside India, particularly Africa, Middle East and Southeast Asia. It also provides EPC services to power distribution utilities in India. KPTL is involved in construction of cross country oil and gas pipeline networks in India and generation of biomass energy. KPTL also has interests in real estate and property development business in India through Kalpataru Properties Pvt. Ltd., a Kalpataru Group Company. The Board of KPTL consists of Mr. Mofatraj P. Munot, Mr. K. V. Mani, Mr. M. G. Punatar, Mr. Pankaj Sachdeva, Mr. Parag Munot, Mr. Manish Mohnot, Mr. Sajjanraj Mehta, Mr. Vimal Bhandari, Mr. Shitin Desai, Mr. Narayan K Seshadri and Mr. Satya Pal Talwar. Mr. M. G. Punatar was inducted on the Board w.e.f. June 01, 2009 and Mr. Sanju Ahooja resigned from the Directorship w.e.f. May 30, 2009. The subsidiaries of KPTL include JMC Projects (India) Limited, JMC Mining and Quarries Limited, Shree Shubham Logistics Limited, Energylink (India) Limited, Amber Real Estate Limited Kalpataru Power Transmission (Mauritius) Limited, Kalpataru SA (Proprietary) Limited, Kalpataru Power Transmission Nigeria Limited.

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W.e.f. June 30, 2009, Saicharan Properties Limited has become a Wholly Owned Subsidiary of Energylink (India) Limited, which is a Wholly Owned Subsidiary of KPTL. W.e.f. August 11, 2009, Adeshwar Infrabuild Limited has become a Wholly Owned Subsidiary of KPTL. For further details of subsidiaries of KPTL please refer section “Management” beginning on page 68 of this Letter of Offer. Shareholding Pattern as on June 30, 2009:

Sr. No.

Category of shareholder Total no. of shares

% of total capital

A Shareholding of Promoter and Promoter Group Indian Individuals 5002266 18.88 Bodies Corporate 11874000 44.81 Foreign -- Sub total 16876266 63.68 B Public Shareholding Institutions Mutual Funds/UTI 3152901 11.90 Financial Institutions/Banks 59319 0.22 Venture Capital Funds 1514000 5.71 Insurance Companies 695718 2.63 Foreign Institutional Investors 2402051 9.06 Trusts 306 0.00 Foreign Financial Institution 200 0.00 Sub total 7824495 29.52 Non Institutions Bodies Corporate 370785 1.40 Individuals Individual shareholders holding nominal share capital

upto Rs. 1 lakh 1138919 4.30

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

0 0.00

Others clearing Members 18742 0.07 Market Makers 0 0.00 NRIs/OCBs 270793 1.02 Sub total 1799239 6.79 Total Public Shareholding 9623734 36.32 Grand Total 26500000 100.00

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Financial Performance (Rs. Lakhs)

Particulars 2008-09 2007-08 2006-07 Equity Capital 2650.00 2,650.00 2650.00 Reserves 81,045.03 74,127.03 61593.36 Income 1,91,325.48 1,75,905.51 153682.53 Profit / (Loss) after tax 9,441.09 14,995.23 15949.53 Earnings per share (EPS) (Rs.) 35.63 56.59 60.19 Net Asset Value (NAV) per share (Rs.)

315.83 289.72 242.43

Stock Market data of KPTL BSE Highest and lowest price on BSE in the last six months

Month Monthly High (Rs.)

Monthly Low (Rs.)

February 2009 274.65 232.00March 2009 335.20 227.65April 2009 407.00 327.00May 2009 742.40 395.10June 2009 831.10 680.25July 2009 790.95 663.65

Closing price on the BSE on August 24, 2009 was Rs. 793.50 per share. Market Capitalisation on the BSE as of August 24, 2009 was Rs. 210277.50 lakhs. NSE Highest and lowest price on NSE in the last six months

Month Monthly High (Rs.)

Monthly Low (Rs.)

February 2009 272.25 231.35March 2009 333.90 227.45lApril 2009 408.15 329.35May 2009 743.55 395.35June 2009 829.45 677.45July 2009 786.75 660.05

Closing price on the NSE on August 24, 2009 was Rs. 794.95 per share. Market Capitalisation on the NSE as of August 24, 2009 was Rs. 210661.75 lakhs. Capital Issue during the preceding three years by KPTL KPTL has not made any Public or Rights Issue in the last three years.

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Mechanism for redressal of investor grievance of KPTL KPTL has Shareholders’ Grievance Committee, the main function of which is to review and provide redressal for shareholders’ complaints relating to areas such as share transfers, failure to receive dividends and failure to receive copies of the Company’s financial statements. The Committee also reviews the issuance of duplicate share certificates, the issuance of certificates after share splits, consolidations and renewals and the transmission of shares, which actions are executed by a committee of senior executives as delegated by the Board. As on date there are no investor complaints pending against KPTL. The following details of the Promoters of JMC Projects (India) Ltd. have been submitted to the Stock Exchanges. Name Details Photograph Mr. Hemant Modi PAN: AAYPM5722B

Bank Account: 002401000173, ICICI Bank Ltd., JMC House, Ahmedabad Passport No.:F2564262 Driving License: 187519/AR Voters ID: NA

Mr. Suhas Joshi PAN: ADDPJ0867A Bank Account: 002401000172, ICICI Bank Ltd., JMC House, Ahmedabad Passport No.:F4235868 Driving License: GJ01/126221/03 Voters ID:GJ/11/079/555036

Kalpataru Power Transmission Ltd CIN: L40100GJ1981PLC004281 PAN No.: AAACK8387R Bank Account: OCC A/C No. 416207073- Indian Bank, B Wing, 210, Mittal Tower, Nariman Point Branch, Mumbai; OCC A/c No. 01704010000040-Oriental Bank of Commerce, “Neel Kamal Building”, Ashram Road, Ahmedabad; OCC A/C No. 10301048095 – State Bank of India, “Paramsiddhi Complex”, Opp. V. S. Hospital, Ellisbridge, Ahmedabad; OCC A/C No. 359305010077603 – Union Bank of India, Sector – 17, Gandhinagar Mumbai; Address of the Registrar of Companies: Registrar of Companies, Ahmedabad, ROC Bhavan, Opposite Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380 013, Gujarat.

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Interest of the Promoters in JMC Projects (India) Limited Mr. Hemant Modi, Mr. Suhas Joshi and KPTL, promoters of JMC Projects (India) Limited, the Issuer Company are interested in the Company to the extent of their shareholding for which they are entitled to receive dividend declared, if any. KPTL is interested to the extent of rent received for office premises and guest house that has been leased to the Company, interest on inter corporate deposits and income from sale of goods and providing erection & commissioning services to the Company. Mr. Suhas Joshi, Managing Director and Mr. Hemant Modi, Vice Chairman & Managing Director are interested to the extent of remuneration from the Company as disclosed under “Management - Compensation to Vice Chairman and Managing Directors” beginning on page 68 of the Letter of Offer. Mr. Hemant Modi and Mr. Suhas Joshi are also promoter directors of JMC Mining and Quarries Ltd., subsidiary of JMC Projects (India) Ltd., JMC Infrastructure Ltd. and JMC Consultants and Developers Private Ltd. Mr. Hemant Modi is also promoter director of SAI Consulting Engineers Pvt. Ltd. The Company has entered into related party transaction with these Companies. The details of these transactions are given under “Related Party Transactions” in Financial Statement section of this Letter of Offer. Payment or benefit to Promoter of the Company (Rs. Lakhs)

Particulars For the year ended March 31, 2009 Hemant

Modi Suhas Joshi

KPTL

Remuneration including perquisites and retirement benefits

31.09 31.05 --

Commission 52.94 52.94 --

Interest -- -- 196.74

Dividend on Equity Shares 6.68 1.67 189.36

Dividend on OCPS 9.09 9.09 133.32

Supply of Materials -- -- 60.44

Rent -- -- 72.43

Site Expenses & Erection / Commissioning charges -- -- 17.06

Exchange Rates Presently the Company is concentrating on the domestic market only and hence its revenues are not directly affected by the fluctuations in the foreign exchange rates. However exchange rate fluctuation may have an impact in cases where capital goods and raw materials are imported and payments are made in foreign currencies. Currency of Presentation In this Offer Document, all references to “Rupees” and “Rs.” are to the legal currency of India and “USD/$” refers to US Dollar. Dividend Policy The Company does not have any written policy for dividend payment.

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FINANCIAL STATEMENTS

Auditor’s report as required by Part II of Schedule II of the Companies Act, 1956 To, The Board of Directors JMC Projects (India) Ltd. Dear Sirs,

1. We have examined the attached consolidated financial information of JMC Projects (India) Ltd. (“the Company”) and its subsidiary JMC Mining & Quarries Limited, as approved by the Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India (Disclosure and Investor Protection) guidelines, 2000, as amended to date (“the SEBI Guidelines”) and in terms of our engagement agreed upon with you in accordance with our Engagement Letter dated January 31, 2009 in connection with the Draft Letter of Offer / Letter of Offer (collectively hereinafter referred to as “offer document”) for the proposed Rights Issue of Equity Shares of the Company.

2. This information has been extracted by the management from financial statements for the

period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005. Audit for the period ended March 31, 2007, 2006 and September 30, 2005, was conducted by joint auditors M/s Sudhir N. Doshi & Co. only and joint auditors M/s Kishan M. Mehta & Co. have not audited the financial statement for these periods and the accounts audited by M/s Sudhir N. Doshi & Co. have been relied upon for these periods.

3. We did not audit the financial statements of the subsidiary for the period ended March 31,

2009, 2008, 2007, 2006 and September 30, 2005. The financial statements of the subsidiary have been audited by other auditors, M/s. Shah Narielwala & Co., Chartered Accountants and whose reports are incorporated in the consolidated financial statements and are relied on by us and for the purposes of our examination; we have relied upon these financial statements for the respective years.

4. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the

SEBI Guidelines and terms of our engagement agreed with you, we further report that:

A. The Consolidated Summary Statement of Assets and Liabilities, as restated, of the Company and its subsidiary as at March 31, 2009, 2008, 2007, 2006 and September 30, 2005, examined by us, as set out in Annexure I to this report are after making adjustment and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

B. The Consolidated Summary Statement of Profit and Loss, as restated, of the Company

and its subsidiary for the period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005, examined by us, as set out in Annexure II to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

101

C. The Consolidated Summary Statement of Cash Flow, as restated, of the Company and its subsidiary for the period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005 examined by us, as set out in Annexure III to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

The Summary Statement of Consolidated Assets and Liabilities, Consolidated Profit

and Loss and Consolidated Cash Flow, as restated, and most specifically described in point 3(A), 3(B), and 3(C) above are together hereinafter referred to as “Restated Financial Information”.

D. Based on the above, we are of the opinion that the Restated Financial Information has

been made after incorporating: i) Adjustments for the changes in accounting policies retrospectively in the respective

financial years to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

ii) Adjustments for the material amount on the respective financial years to which they relate.

iii) And there are no extra-ordinary items that need to be disclosed separately in the accounts and no audit qualifications requiring adjustments.

E. We have also examined the following consolidated financial information as restated set

out in the Annexure prepared by the management and approved by the Board of Directors relating to the Company and its subsidiary for the period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005, after taking adjustments / regrouping in these financial information. The financial year 2008-2009 has been taken as base and the corresponding changes have been made in the earlier years/period, wherever necessary.

• Consolidated Statement of Capitalisation, as at March 31, 2009(Annexure V) • Consolidated Statement of Accounting Ratios, as restated (Annexure VI) • Consolidated Statement of Other Income, as restated. (Annexure VII) • Consolidated Statement of Contingent Liabilities, as restated (Annexure VIII) • Consolidated Statement of Unsecured Loans, as restated (Annexure IX) • Consolidated Statement of Secured Loans, as restated (Annexure X) • Consolidated Statement of Loans & Advances, as restated (Annexure XI) • Consolidated Statement of Debtors, as restated (Annexure XII) • Consolidated Statement of Related Party Transactions (Annexure XIII) • Consolidated Statement of Investments (Annexure XIV) • Consolidated Statement of Current Liabilities and Provisions, as restated

(Annexure XV)

In our opinion, the financial information contained in Annexure I to XV as above of this report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies, and Notes prepared after making adjustments and regroupings, as considered appropriate, have been prepared in accordance with Para B of Part II of Schedule II of the Companies Act, 1956 and the SEBI Guidelines.

102

5. Our report is intended solely for use of the management and for inclusion in the offer document in connection with the proposed Rights Issue of Equity Shares of the Company. Our report should not be used for any other purpose except with our consent in writing.

Yours faithfully. Yours faithfully. For Sudhir N. Doshi & Company, For Kishan M. Mehta & Company, Chartered Accountants Chartered Accountants Sudhir N. Doshi Kishan M. Mehta Proprietor Partner M No.30539 M No. 13707 Place: Ahmedabad Place: Ahmedabad Date: 06/08/2009 Date: 06/08/2009

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ANNEXURE I

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

(Rs. Lakhs)

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 A Fixed Assets Gross Block 29423.77 23452.71 12896.87 8404.37 7467.31

Less : Depreciation 7209.27 4441.24 2999.35 2462.28 2268.54

Net Block 22214.50 19011.47 9897.52 5942.09 5198.77

Capital Work in Progress 203.07 148.87 95.21 125.21 30.92

Total 22417.57 19160.34 9992.73 6067.30 5229.69

B Investments 3.62 3.62 3.62 3.62 3.62

C Deferred Tax Assets 0.00 0.00 0.00 16.26 92.13

D Current Assets, Loans and Advances

Inventories 8125.60 10337.82 2944.32 1518.60 1475.63

Sundry Debtors 43217.93 26991.19 16757.66 8156.04 6947.02

Cash and Bank Balances * 1180.06 1634.47 4160.96 879.27 896.70

Loans and Advances 6900.55 5987.28 2808.20 1666.37 1389.56

Total 59424.14 44950.76 26671.14 12220.28 10708.91

E Liabilities and Provisions

Loan Funds

Secured 17602.36 11216.82 5865.71 4252.65 6069.14

Unsecured 2160.41 183.16 563.68 1521.55 1676.36

Total 19762.77 11399.98 6429.39 5774.20 7745.50

F Deferred Tax Liability 760.25 1127.13 824.62 0.00 0.00

G Current Liabilities and Provisions

Current Liabilities 38132.63 32451.92 16032.70 8405.12 4373.80

* Cash and Bank Balances include fixed deposit on which the Banks have a lien.

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(Rs. Lakhs)

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005

Provisions 2960.20 2052.51 969.83 338.64 262.40

Total 41092.83 34504.43 17002.53 8743.76 4636.20

H Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

Represented by :

I Shareholder's Funds

Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64

Reserves 16050.29 13019.66 10597.52 2628.52 2491.73

Total 20389.32 17358.69 12411.55 3790.16 3653.37

J Miscellaneous Expenditure (to

the extent not written off or adjusted)

159.84 275.51 0.59 0.66 0.70

k Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

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ANNEXURE II

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED SUMMARY STATEMENT OF PROFIT & LOSS, AS RESTATED (Rs. Lakhs)

Particulars For the year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For The 6 months ended on March 31, 2006

For the 18 months ended on September 30, 2005

Income Contract Receipts 131195.21 91846.84 50219.97 14436.48 35351.39Other Income 1051.74 569.56 171.74 124.30 443.36Increase / (Decrease) in Work in Progress (2094.28) 2397.25 416.33 (75.84) 611.62

Total Income 130152.67 94813.65 50808.04 14484.94 36406.37 Expenditure Cost of Materials 55561.70 44043.99 21952.17 7022.20 17706.13Work Charges 34438.32 23146.96 15175.28 3077.41 8868.03Construction Expenses 12585.48 8870.76 3690.89 1458.67 4136.30Payment to Employees 8908.70 6109.78 3144.93 1034.20 2352.54Other Expenses 7187.59 4937.55 2629.59 957.61 2846.57Total Expenditure before Interest, Depreciation, Tax 118681.79 87109.04 46592.86 13550.09 35909.57

Profit/ (Loss) Before Interest, Depreciation, Tax 11470.88 7704.61 4215.18 934.85 496.80

Interest 3260.27 1272.18 1028.38 496.54 1701.46Depreciation 3006.21 1676.90 697.55 205.84 547.01Total 6266.48 2949.08 1725.93 702.38 2248.47Profit/ (Loss) before Tax 5204.40 4755.53 2489.25 232.47 (1751.67)Taxation (Current Year) 1811.43 1290.58 28.26 2.21 1.36Deferred Tax Provision (366.33) 337.36 840.88 75.87 (627.69)Fringe Benefit Tax 77.44 66.23 41.94 18.39 10.73Net Profit/ (Loss) after tax 3681.86 3061.36 1578.17 136.00 (1136.07)

Note:

1. For adjustments/regrouping in the financial statements, financial year 2008-2009 is taken as base and corresponding changes are made in the earlier years/periods, wherever necessary, major being:

a. Figures of Increase/(Decrease) in Work In Progress are shown separately, and excluded from Cost of Materials.

b. Figures of Work Charges are shown separately and excluded from Construction Expenses. c. Figures of heavy vehicle maintenance charges are excluded from Other Expenses and included into

Construction Expenses.

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ANNEXURE III

JMC PROJECTS (INDIA) LTD

CONSOLIDATED SUMMARY STATEMENT OF CASH FLOW, AS RESTATED (Rs. Lakhs)

Particulars

For the year ended

March 31, 2009

For the year ended March 31,

2008

For the year ended March 31,

2007

For the 6 months ended

March 31, 2006

For the 18 months ended

September 30, 2005

CASH FLOW FROM OPERATING ACTIVITIES

Profit/ (Loss) Before Taxation 5204.40 4755.53 2489.25 232.47 (1751.67)

Adjustment For : Interest 1802.31 844.92 1019.51 496.54 1701.46 Depreciation 3006.21 1676.90 697.55 205.84 547.01 Bad Debts Written Off 4.81 499.19 49.11 0.00 994.83 Exchange Rate Variation 296.07 36.36 35.47 48.90 30.80Loss on Sale of Assets / Assets Lost 102.39 95.96 121.15 13.34 28.45 Preliminary Expenses written off 115.67 55.00 0.08 0.04 0.16 Interest & Dividend Income (131.53) (219.21) (94.66) (31.57) (51.30)Profit on Sale of Asset (65.24) (35.25) (5.74) (0.04) (214.57)Share of ( profit) / loss in the joint venture (net)

(149.05) (78.09) 11.26 0.00 1.88

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

10186.04 7631.31 4322.98 965.52 1287.05

Changes in Working Capital ( Increase ) / Decrease

Trade & Other Receivables (17511.11) (16040.40) (9790.37) (1485.83) (1329.64)Inventories 2212.23 (7393.51) (1425.72) (42.97) (519.70)Trade Payables 6954.67 17813.99 8028.78 4116.57 (100.12) CASH GENERATED FROM OPERATIONS

1841.83 2011.39 1135.67 3553.29 (662.41)

Direct taxes paid (1948.78) (287.75) (70.20) (20.61) (12.08)Prior Period / Extra ordinary item 9.85 0.00 0.00 (0.80) 0.00 NET CASH FROM OPERATING ACTIVITIES (A)

(97.10) 1723.64 1065.47 3531.88 (674.49)

107

(Rs. Lakhs)

Particulars

For the year ended

March 31, 2009

For the year ended March 31,

2008

For the year ended March 31,

2007

For the 6 months ended

March 31, 2006

For the 18 months ended

September 30, 2005

CASH FLOW FROM INVESTMENT ACTIVITIES :

Purchase of Fixed Assets (6025.26) (11116.98) (4792.42) (1058.13) (1424.67)Sale of Fixed Assets (275.31) 211.76 54.02 1.41 290.07 Purchase of Investments 0.00 0.00 0.00 0.00 (0.49)Deposits with Banks 829.61 2231.49 (2352.26) (18.52) (336.82)Share of profit/ (loss) in the joint venture (net)

149.05 78.09 (11.26) 0.00 (1.88)

Interest Received 130.99 215.43 94.03 31.57 50.13 Dividend Received 0.54 3.78 0.65 0.00 1.17 NET CASH USED IN INVESTING ACTIVITIES (B)

(5190.38) (8376.43) (7007.24) (1043.67) (1422.49)

CASH FLOW FROM FINANCING ACTIVITIES

Increase / ( Decrease ) in Share Capital

0.00 2525.00 7271.00 0.00 3096.73

Proceeds from Term Borrowings 3883.05 2661.38 1120.84 0.00 0.36 Working Capital Finance 4668.69 3414.31 1912.95 (1886.71) 1609.27 Repayment of Term Loans (188.96) (1105.10) (2378.61) (93.59) (1058.75) Interest paid (1802.31) (844.92) (1019.51) (496.54) (1701.46)Dividend paid on Preference Shares (151.50) (46.49) 0.00 0.00 0.00 Corporate Dividend Tax (87.41) (38.73) 0.00 0.00 0.00 Dividend paid on Equity Shares (362.81) (181.40) 0.00 0.00 0.00 Exchange Rate Variation (296.07) (36.36) (35.47) (48.91) (30.80) NET CASH USED IN FINANCING ACTIVITIES ( C )

5662.68 6347.70 6871.20 (2525.75) 1915.35

Net Change in cash and cash equivalents

( A + B + C ) 375.20 (305.09) 929.43 (35.96) (181.65)Cash and Cash equivalents (opening balance)

698.47 1003.56 74.13 110.09 291.74

Cash and Cash equivalents (Closing balance) as per Balance Sheet

1180.06 1634.47 4160.96 879.26 896.70

Less: Fixed Deposit 106.39 936.00 3157.40 805.13 786.61 Cash and Cash equivalents (Closing balance) as per Cash Flow Statement

1073.67 698.47 1003.56 74.13 110.09

Difference in cash & cash equivalents (CLG. - OPG.)

375.20 (305.09) 929.43 (35.96) (181.65)

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ANNEXURE IV

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF CONSOLIDATED ACCOUNTS

1. Significant Accounting Policies

i. Consolidation of Accounts

The Consolidated Financial Statements are prepared in accordance with Accounting Standard 21- ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India. The Consolidated Financial Statements comprise the financial statements of JMC Projects (India) Ltd. (hereinafter referred to as 'holding company') and its subsidiary company, JMC Mining and Quarries Ltd.

ii. Accounting Convention

Financial statements are prepared in accordance with applicable Accounting Standards under the historical cost convention on accrual basis.

iii. Principles of Consolidation

a. The financial statement of the subsidiary company used in the consolidation are drawn upto the same reporting date as of the company.

b. The Consolidated Financial Statements of the Company and its subsidiary have been

combined on line to line basis by adding together like items of assets, liabilities, income and expenses. Inter company balances and transactions and unrealized profits or losses have been fully eliminated.

c. In the financial statement, interest in jointly controlled entities have been reported by not

using proportionate consolidation and share in the profit/loss from joint venture entities only has been accounted for, as per the reasons explained in note no.10 here in.

iv. Use of Estimates

The presentation of financial statements requires certain estimates and assumptions. These estimates and assumptions affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known / materialized.

v. Revenue Recognition

a. Construction Contracts

Running Account Bills for work completed are recognized on percentage of completion method based on completion of physical proportion of the contract work. Income on account of claims and extra item work is recognized to the extent company expects reasonable certainty about receipts or acceptance from the client. When it is probable that total contract cost will exceed the total contract revenue, the expected loss is recognized immediately.

109

b. Others

Dividends are recorded when the right to receive the payment is established. Interest income is recognized in time proportionate basis.

vi. Fixed Assets

Fixed Assets are stated at cost of acquisition less accumulated depreciation less impairment losses, if any. Cost is inclusive of all identifiable expenditure incurred to bring the assets to their working condition for intended use. When an asset is disposed off, demolished or destroyed, the cost and related depreciation are removed from the books of accounts and the resultant profit or loss is reflected in the Profit and Loss Account. Direct costs as well as related incidental and identifiable expenses incurred on acquisition of Fixed Assets that are not yet ready for their intended use or not put to use as on the Balance Sheet date are stated as Capital Work in Progress.

vii. Depreciation

a. For the period ended on March 31, 2009, depreciation is provided on the straight line method on all depreciable assets at the rate prescribed in schedule XIV of the Companies Act, 1956 on pro-rata basis except that considering the useful life based on technical evaluation by the management, higher rate than the prescribed rates are applied on a few shuttering items of Machinery @ 30%, on office equipments @ 12.5%, on all vehicles @ 15% and on remaining Plant and Machineries which are acquired on or after 1st October,2005 @ 12.5% .

b. For the period ended on March 31, 2008, depreciation is provided on the straight line

method on all depreciable assets at the rates prescribed in schedule XIV of the Companies Act, 1956 on pro-rata basis, except that, considering the useful life based on technical evaluation by the management, higher rates are applied on Plant and Machineries @12.5% and on Vehicles @ 15% that have been acquired on or after October 1, 2005.

c. For the period ended on March 31, 2007 and March 31, 2006, depreciation on the Fixed

Assets has been provided on the straight line method in accordance with the Companies Act, 1956 except for the Plant & Machineries acquired on or after October 1, 2005 which are depreciated @ 12.5% instead of 4.75% considering the useful life based on technical evaluation.

d. For the period ended on September 30, 2005, the depreciation on the Fixed Assets has

been provided on the straight line method in accordance with the Companies Act, 1956.

e. Depreciation on addition to assets or on sale/disposal of assets is calculated pro-rata from the date of such addition or up to the date of such sale/disposal as the case may be.

110

viii. Impairment of Assets

The carrying cost of assets is reviewed at each Balance Sheet date to determine whether there is any indication of impairment of assets. If any indication exists, the recoverable value of such assets is estimated. If impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and recognized in compliance with AS – 28.

ix. Investments Investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management.

x. Retirement Benefits

a. Gratuity liability is covered by payment there of to Gratuity fund the Defined Benefit Plan

under Group Gratuity Cash Accumulation Scheme of Life Insurance Corporation of India under irrevocable trust. The Company’s liability towards gratuity are determined on the basis of actuarial valuation done by as an independent actuary.

b. Contribution to Provident Fund and Superannuation Fund, the defined contribution plans as

per the schemes are charged to Profit & Loss Account.

c. For the period ended March 31, 2009 and March 31, 2008, provision for Leave encashment liability is made based on Actuarial valuation as at the Balance Sheet date.

d. All other short term employee benefits are recognised as an expense at the undiscounted

amount in the Profit and Loss account of the year in which the related service is rendered.

xi. Inventories

Construction material, stores and spares are valued at lower of cost or net realizable value. Cost includes cost of purchase and other expenses incurred in bringing inventories to their respective present location and condition. Cost is determined using FIFO method of inventory valuation. Work in Progress is valued at lower of cost or net realizable value. In case where work is completed but Running Account bill cannot be raised on the client due to contractual conditions, the Work in Progress is valued at contract rates.

xii. Provision for Taxes

a. Current Tax:

Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961.

111

b. Deferred Tax Provision:

Deferred Tax is recognized, on timing differences, being the difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. It is calculated using the applicable tax rates and tax laws that have been enacted or substantially enacted as on the Balance Sheet date. Deferred tax assets which arises mainly on account of unabsorbed losses or unabsorbed depreciation are recognized and carried forward only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred assets can be realized.

c. Fringe Benefit Tax Tax on Fringe Benefits is measured at the specified rates on the value of Fringe Benefits in accordance with the provisions of the Section 115WC of the Income Tax Act, 1961.

xiii. Foreign Currency Transactions

a. Transactions denominated in Foreign Currency are recorded at the exchange rate

prevailing at the time of the transaction. b. In respect of transactions, covered by Forward Exchange Contracts, the difference

between the forward rate and the exchange rate at the date of the transaction is recognized as income or expense over the life of the contract. Any income or expense on account of exchange rate difference either on settlement or on translation is recognized in the Profit and Loss Account.

c. For the period ended on March 31, 2009 and March 31, 2008, assets & liabilities other

than fixed assets remaining unsettled at the end of the year, other than covered by forward exchange contract are translated at exchange rate prevailing at the end of the year / period and the difference is adjusted in the Profit & Loss Account (Refer note no. 17).

d. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, in

respect of liabilities incurred for acquisition of Fixed Assets, the exchange gain or loss between forward contract rate and exchange rate at the date of transaction is adjusted to the carrying cost of the fixed assets.

xiv. Borrowing Costs

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as a part of the cost of such assets. A qualifying asset is one that takes necessarily substantial period of time to get ready for its intended use. All other Borrowing Costs are charged to revenue.

xv. Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and that probability requires an outflow of resources.

112

A disclosure for contingent liability is meant when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no disclosure is made.

xvi. Accounting for Project Mobilisation expenses

Expenditure incurred on mobilisation and creation of facilities for site is written off in proportion to work done at respective sites so as to absorb such expenditure during the tenure of the contract.

xvii. Other Accounting Policies

Accounting Policies not specifically referred to are consistent with the Indian Generally Accepted Accounting Practices (“Indian GAAP”).

xviii. Particulars of subsidiary

Name of the company : JMC Mining and Quarries Limited

With effect from : February 1, 1996

Country of Incorporation : India

Percentage of Holding : 100%

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Notes forming part of Accounts:

2. Contingent Liabilities in respect of : (Rs. Lakhs)

Particulars As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

A.

Bank Guarantees (Refer Note no. 3)

63.54 13.50 3.20 3.20 3.20

B.

Guarantee given in respect of financial assistance & performance in favour of Subsidiary Company to bank & others.

151.07 151.07 151.07 79.10 79.10

C.

Guarantee given in respect of performance of contracts of Joint Venture entities in which company is one of the member.

14219.07 17881.27 6299.47 0.00 0.00

D.

Claims against the Company not acknowledged as debts. (Refer note 1 & 2)

a) In respect of suits filed against the company by suppliers/ sub-contractors/ Others

1516.79 882.31 84.88 504.19 504.77

b) In respect of Legal notices issued against the company by suppliers/ sub-contractors

78.77 35.14 37.79 32.10 31.80

E.

Sales Tax, Service Tax and Royalty disputes

2053.55 1352.65 426.90 0.00 0.00

Note: 1. For the period ended on March 31, 2009 and March 31, 2008, in case where the Company has

raised claims on clients against which counter claims have been raised by clients, the excess of counter claims raised by client over the amount of claims raised by the Company are only considered in the above figures.

2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005 claim against

the Company does not include amount of claims raised by way of counter claims by the clients against the claim raised by the Company.

3. Accounting Standard 29- ‘Provisions, Contingent Liabilities and Contingent Assets’ became

effective from April 1, 2004, Bank Guarantees other than performance guarantees and bid guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to

114

performance guarantees and bid guarantees, the outflow of resources is considered remote by the management and therefore the same are not required to be disclosed in other years / periods.

3. Estimates of Contracts remaining to be executed on Capital Account

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net-off advances)

9.06 1087.40 190.00 486.90 41.43

4. Remuneration to Managerial Personnel

(Rs. Lakhs) Particulars For the

year ended

March 31, 2009

For the Year ended March

31, 2008

For the Year ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

Salaries 54.00 89.10 89.10 37.80 60.55Contribution to Provident Fund and Superannuation Fund

6.48 11.07 11.07 4.20 7.24

Perquisites 1.66 1.72 1.51 0.30 1.60Commission on Profit 105.88 97.29 53.22 0.00 0.00

5. Deferred Tax Liabilities / (Assets)

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Deferred Tax Liabilities Depreciation 1183.82 1201.59 998.94 942.86 982.53(A) 1183.82 1201.59 998.94 942.86 982.53 Deferred Tax Assets Unabsorbed Depreciation 0.00 0.00 0.00 383.33 383.33Business loss to be carried forward to the next period

13.20 16.75 11.81 575.79 691.33

Others 410.37 57.71 162.51 0.00 0.00(B) 423.57 74.46 174.32 959.12 1074.66 Net Deferred Tax Liabilities/(Assets) (A-B)

760.25 1127.13 824.62 (16.26) (92.13)

Recognition of Deferred Tax Assets for unabsorbed depreciation and business loss to be carried forward

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Deferred Tax Assets has been recognized in respect of unabsorbed depreciation and business loss incurred during the year. Considering the order backlog, the management of the Company expects reasonable certainty of earning. Change in tax rates For the period ending September 30, 2005 net deferred tax liability recognized in earlier periods have been written back in the current period by Rs 32.83 Lakhs due to decrease in tax rate from 35.875 % to 33.660%. The resulting decrease in net deferred tax liability is credited to the Profit & Loss Account.

6. RELATED PARTY DISCLOSURE

(A) Particulars of Joint Ventures / Associate Companies / Associate Firm

(1) JMC – MSKE JV - Joint Venture (2) Aggrawal – JMC JV - Joint Venture (3) JMC – Sadbhav JV - Joint Venture (4) JMC – Taher ALI JV - Joint Venture (5) JMC – PPPL JV - Joint Venture (6) JMC-Tantia JV - Joint Venture (7) JMC – Associated JV - Joint Venture (8) Kalpataru Power Transmission Ltd. - Holding Company

(w.e.f February 6, 2007) (9) JMC Infrastructure Ltd. - Associate Company (10) SAI Consulting Engineers Private Ltd. (Formerly known as Sheladia Associates & Consultants (India) Pvt. Ltd.)

- Associate Company

(11) JMC Consultants & Developers Pvt. Ltd. - Associate Company (12) J M Construction - Associate Firm

(B) Key Management Personnel (KMP)

Name of KMP Nature of Relationship (1) Mr. Hemant Modi - Vice Chairman & Managing

Director (2) Mr. Suhas Joshi - Managing Director (3) Mr. M. D. Khattar (up to March 31, 2008)

- Managing Director

(4) Mr. Deval Shah (up to January 30, 2006)

- Director

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(C) Relatives of Key Management Personnel (RKMP) Name of RKMP Nature of Relationship (1) Late Mr. I. K. Modi - Father of Mr. Hemant Modi (2) Mrs. Suverna I. Modi - Mother of Mr. Hemant Modi (3) Mrs. Sonal H. Modi - Wife of Mr. Hemant Modi (4) Mrs. Madhuri Joshi - Wife of Mr. Suhas Joshi (5) Late Mrs. Malti Joshi - Mother of Mr. Suhas Joshi (6) Ms. Ami H. Modi - Daughter of Mr. Hemant Modi

Following are the Transactions undertaken with related parties: Holding Company of JMC Projects (India) Ltd. (Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets

60.44 1185.09 2521.00 - -

2 Rent Received 0.69 0.76 - - -3 Rent Paid 72.43 60.50 57.31 - -4 Reimbursement of

expenses (Paid) 17.06 128.87 16.51 - -

5 Loans / deposits received during the year / period

5000.00 1150.00 1230.00 - -

6 Loans / deposits given / repaid during the year / period

5201.56 1389.30 1701.89 - -

7 Outstanding balance included in Debtors

- 0.61 - - -

8 Outstanding balance included in Unsecured Loans

- 15.97 239.30 - -

9 Outstanding balance included in Current Liabilities

18.20 377.54 490.54 - -

10 Interest paid 196.74 20.11 50.67 - -11 Dividend Paid 322.68 135.60 - - -

117

Key Management Personnel & Relatives of Key Management Personnel (Rs. Lakhs)

Sr. No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Managerial Remuneration

168.02 199.18 154.90 42.30 69.39

2 Loans / deposits received during the year / period

- - 60.64 - 524.81

3 Loans / deposits given / repaid during the year / period

- 39.75 510.85 41.26 100.49

4 Outstanding balance included in Unsecured Loans

- - 39.75 489.96 531.22

5 Fixed Deposits matured and renewed during the year / period

- 1.00 3.75 2.75 3.75

6 Fixed deposits repaid during the period / year

1.00 - - - 6.00

7 Interest paid - 0.28 0.42 0.17 0.77 8 Dividend paid 27.47 10.80 - - -

Joint Ventures, Associate Companies and Associate Firm (Rs. Lakhs)

Sr.No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets

72.53 20.90 1.43 - -

2 Contract Revenue Received

24573.12 16350.91 7106.40 124.79 -

3 Contract Charges Paid

- - - - 60.19

4 Sale of Materials - - - 11.96 -5 Income earned on

Services rendered - - 60.00 33.05 0.74

6 Rent / Professional fees Paid

41.58 46.41 61.36 47.12 70.20

7 Reimbursement of Expenses (Received)

- - 4.65 - -

8 Loans / deposits received during the

- - - 674.64 1649.00

118

year / period 9 Loans / deposit given

/ repaid during the year / period

- 30.90 - 672.36 997.00

10 Outstanding balance included in Debtors

5443.95 3049.58 1214.29 122.15 13.68

11 Outstanding balance included in Loans (Assets)

415.76 185.68 72.96 25.96 19.24

12 Outstanding balance included in Unsecured Loans

- - - 660.52 658.24

13 Outstanding balance included in Current Liabilities

1979.43 5165.86 1953.70 2107.94 6.59

14 Interest income 11.22 9.11 2.80 - - 15 Interest paid - - - 44.84 62.69 16 Share of Profit in

Joint Venture 296.43 90.52 - - -

17 Share of loss in Joint Venture

147.38 12.43 11.26 0.15 1.88

7. Disclosure as per Accounting Standard 7- ‘Construction Contracts’

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For the 6 months ended on March 31, 2006

For the 18 months ended on September 30, 2005

(1) Amount of contract revenue recognised as revenue in the period

130898.53 91498.18 50021.29 14199.62 35023.75

(2) Disclosure in respect of contracts in progress at the reporting date ( Refer Note 1)

(a) Contract costs incurred and recognised profit less recognised losses up to the reporting date

274625.68 114316.93 41718.95 15912.92 14116.19

(b) Advances received 12215.14 10951.26 9067.04 4561.39 2040.34(c) Retention amount 6964.60 5431.45 1669.82 842.84 406.91(3) Amount Due from

Customer for Contract Work

1339.75 1531.21 697.63 317.14 305.74

119

Note:- 1. The information in point no. (2) above is provided only in respect of contracts received on or

after April 01, 2003 and remained incomplete on Balance Sheet date.

2. The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and September 30, 2005 is included to bring it in line with the information for the period ended on March 31, 2009.

8. Lease Transactions

The Company’s significant leasing/licensing arrangements are mainly in respect of residential/office premises and equipments (Operating Lease). The aggregate lease rental payable on these leasing arrangements and hire charges are charged as Rent & Hire charges as mentioned below:

(Rs. Lakhs) Particulars For the

year ended

March 31, 2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

Rent & Hire charges 907.70 572.75 230.65 117.92 152.54 The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and September 30, 2005 is included to bring it in line with the information for the period ended on March 31, 2009.

These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent on mutually agreeable terms. Future lease rentals payable in respect of assets on lease is as follows:

(Rs. Lakhs) Future minimum lease payments under cancelable / non - cancelable Operating Lease

As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005

a. Not later than one year - 5.94 7.76 - -

b. Later than one year and not later than 5 years 1301.03 367.50 13.30 39.30 21.78

9. Segmental Reporting

The Management of the Company recognizes and monitors "Construction" as the only business segment.

10. Joint Ventures

For the Year ended on March 31, 2009

120

The Company has entered into consortium Joint Venture named JMC-Associated JV, JMC-Tantia JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, and GIL-JMC JV under work sharing arrangement. The revenue for work done is accounted in accordance with the accounting policy followed by the Company as that of independent contractor to the extent work is executed. In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint Venture entities are accounted as income for the work done. The share of profit / loss in Joint Venture entities has been accounted for and the same is reflected as investments or current liabilities in books of the Company.

The list of Joint Venture entities:

Name of the Joint Venture Name of the Joint Venture

Member Method of Accounting

Share of Interest

Aggrawal - JMC JV Dineshchandra Aggrawal Infracon Pvt. Ltd.

Percentage of Completion

50%

JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of Completion

50.50%

(Rs. Lakhs)

Aggrawal - JMC JV JMC - Sadbhav JV Particulars For the Year

ended March 31, 2009 For the Year ended

March 31, 2009

% of Holding 50.00% 50.50%Assets 2161.90 967.10Liabilities 2016.40 1047.76Income 8961.32 425.55Expenditure 8845.04 499.97

For the year ended on March 31, 2008

I. The company has entered into consortium Joint Venture named JMC-Associated JV, JMC-

Tantia JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, GIL-JMC JV under work sharing arrangement. The revenue for work done is accounted in accordance with the accounting policy followed by the Company as that of independent contractor to the extent work is executed.

II. In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint

Venture entities are accounted as income for the work done. The share of profit / loss in Joint Venture entities has been accounted for and the same is reflected as investments or current liabilities in books of the Company.

The list of Joint Venture entities:

Name of the Joint

Venture Name of the Joint Venture Member

Method of Accounting Share of Interest

Aggrawal - JMC JV Dineshchandra Aggrawal Percentage of Completion 50%

121

Infracon Pvt. Ltd.

JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of Completion 50.50%

Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the Company in its Joint Venture entities.

(Rs. Lakhs) Particulars Aggrawal - JMC JV JMC - Sadbhav JV

For the Year ended March 31, 2008

For the Year ended March 31, 2008

% of Holding 50.00% 50.50% Assets 1284.30 994.40 Liabilities 1265.90 1000.70 Income 7757.60 169.50 Expenditure 7633.00 175.70

For the Year ended on March 31, 2007

The Company has entered into joint venture with Associated Environmental Engineers Pvt. Ltd. in respect of execution of a contract. The Company's share of interest in the Joint Venture is 51%. The Joint Venture has no independent assets and liabilities except for Trade Receivables from client and Payables to the venture partners in respect of work executed by them in their respective capacities. Due to non-availability of the site by the client the work was suspended for more than 3 years. As there was no transaction for this project during last two accounting periods, no share of Profit /(Loss) for the period is considered in the financial statement.

The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal Infracon Pvt. Ltd. for the execution of the road project awarded by the NHAI. For the financial year 2005-06, there was a loss in the joint venture entity named Aggrawal-JMC JV. As the accounts of the joint venture for the financial year 2005-06 was not finalized till finalization of accounts for the period ended March 31, 2006, the share of loss to the extent of Rs. 11.26 lakhs was considered in the financial statement of JMC Projects (India) Ltd. in the financial year 2006-07. Further, proportionate consolidation was also not considered as jointly controlled entity was formed with a view to subsequent disposal in near future. Considering the size and facts stated, it falls in the exceptions for proportionate consolidation as per Para 29 of Accounting Standard 27- ‘Financial Reporting of Interests in Joint Ventures’.

For the 6 months ended on March 31, 2006

The Company has entered into joint venture with Associated Environmental Engineers Pvt. Ltd. in respect of execution of a contract. The Company's share of interest in the Joint Venture is 51%. The Joint Venture has no independent assets and liabilities except for Trade receivables from client and Payables to the venture partners in respect of work executed by them in their respective capacities. The Company has recognized share of loss in JV Firm to the extent of 51 % i.e. Rs. 0.15 Lakhs during 6 months ended on March 31,2006.The cumulative loss incurred by the JV Firm upto F.Y.2004-05 of Rs. 2.15 Lakhs is considered in Financial statement of JMC Projects ( India ) Ltd up to March 31, 2006. Due to non-availability of the site by the client the work was suspended for more than 2 years.

The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal Infracon Pvt. Ltd. for the execution of the road project awarded by the NHAI. The Company’s share of profit / (loss) in the Joint Venture is 50%. No share of profit / (loss) for the period is considered in

122

the financial statement. Further, proportionate consolidation was also not considered as jointly controlled entity was formed with a view to subsequent disposal in near future. Considering the size and facts stated, it falls in the exceptions for proportionate consolidation as per Para 29 of Accounting Standard 27- ‘Financial Reporting of Interests in Joint Ventures’.

11. The disclosure in respect of Provision for Defect Liability Period Expenses is as under.

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For the 6 months ended on March 31, 2006

For the 18 months ended on September 30, 2005

Carrying amount at the beginning

1267.05 679.94 338.64 261.04 -

Add : Provision during the period

980.85 687.01 376.92 105.40 264.68

Less : Reversal of Provision

181.85 74.90 20.43 13.00 -

Less : Utilisation during the year

28.47 25.00 15.19 14.80 3.65

Carrying amount at the end

2037.58 1267.05 679.94 338.64 261.04

12. The Company had allotted 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of

Rs.202/- each on June 11, 2007 to the promoters on preferential basis with an option to convert the same into Equity Share of Rs.10/- each at a premium of Rs. 192/- per share before December 11, 2008. As the holders of these OCPS did not exercise their option before December 11, 2008, the OCPS has been converted into 6% Non Cumulative Redeemable Preference Shares (NCPS) of Rs. 202/- each on December 11, 2008.

13. Interest Income comprises of : (Rs. Lakhs)

Particulars For the year

ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

a Margin money with banks 65.15 171.30 83.70 22.98 35.58

b Loans to Associate 11.22 9.10 2.80 - -c Client's Account 5.21 19.97 3.63 2.13 2.99d Others 49.41 15.06 3.90 6.46 11.56 TOTAL 130.99 215.43 94.03 31.57 50.13

The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006, September 30, 2005 and March 31, 2004 is included to bring it in line with the information for the period ended on March 31, 2009.

123

14. Depreciation

For the period ended on March 31, 2009, the Company has charged the rates of depreciation on some of Office Equipments from 4.75% and 6.33% to 12.50% considering the useful life based on technical evaluation by the management. Due to this the Company has charged additional depreciation of Rs. 8.90 Lakhs to the Profit & Loss Account of the current year and consequently the Profit for the year is lower to that extent. For the Period ended March 31, 2008, the Company has changed the rates of depreciation on vehicles / heavy vehicles from 9.5% to 15% and on the roofing sheets from 6.33% to 12.5% as applicable to general Plant & Machineries considering the useful life based on technical evaluation by the management. Due to this the Company has charged additional depreciation of Rs.60.70 lakhs in the Profit & Loss Account of the current year and consequently the profit for the year is lower to that extent. For the period ended March 31, 2006, the Company has revised estimated useful life of new Plant and Machineries and has started charging depreciation at the accelerated rate on such assets purchased during the period. This has resulted into additional depreciation charge of Rs.8.33 lakhs and the profit for the period is reduced to that extent.

For the period ended on September 30, 2005, depreciation on the tangible assets has been provided at the rates and in the manner prescribed in schedule XIV of the Companies Act, 1956 on straight line basis.

15. Earnings Per Share

Particulars For the year

ended March 31,

2009

For the year

ended March 31,

2008

For the year ended March 31,

2007

For the 6 months ended

March 31, 2006

For the 18 months ended

September 30, 2005

a Profit / (Loss) for calculation of Basic EPS (Rs. Lakhs)

3504.61 2918.35 1578.17 135.99 (1136.09)

b Weighted average number of Equity Shares used in computing Basic EPS

18140290 18140290 14695932 12081030 6756321

c EPS (Basic) (Rs.) (a/b)

19.32 16.09 10.74 1.13 (16.82)

d Profit / (Loss) for calculation of Diluted EPS (Rs. Lakhs)

3504.61 3061.36 1578.17 135.99 (1136.09)

e Weighted average number of Equity Shares used in computing Diluted EPS

18140290 19364256 14695932 12081030 6756321

124

f EPS (Diluted) (Rs.) (d/e)

19.32 15.81 10.74 1.13 (16.82)

(i) On September 09, 2005, Company had issued an allotted 46, 46,493 detachable warrants

simultaneously with the equity shares to the shareholders on Right basis. These warrants were convertible into equity share in the ratio of 1 equity share for 2 warrants at the option of the holders from September 09. 2006 till March 08, 2007 at a price which is at a discount of 10% to the average daily closing market price of the shares during the 3 calendar months immediately preceding the month in which the warrant conversion is exercised.

As there is no fixed exercised price of said warrants and the same as explained, is at average fair value, they are assumed to be neither dilutive nor anti dilutive and therefore the calculation as to dilutive EPS is not applicable under Accounting Standard 20- ‘Earnings Per Share’.

(ii) The positions and explanations are the same as in (i) above for such options as on period ended March 31, 2006 and therefore they are assumed to be neither dilutive nor anti dilutive and therefore under Accounting Standard 20- ‘Earnings Per Share’ the calculation as to dilutive EPS is not applicable.

(iii) During the financial year 2008-09, as per the terms of the issue, the Optionally Convertible

Preference Share (OCPS) holders had an option to convert the OCPS into Equity Shares before December 11, 2008. However, none of the holders exercised this option and the same has been converted into 6% Non Cumulative Redeemable Preference Shares on December 11, 2008. There being no option available on March 31 2009, the question of dilution under Accounting Standard – 20 “Earning Per Share” for OCPS does not arise and the Option available under ESOP coming to anti dilution, the diluted EPS remains same as basic EPS.

16. Share Warrants

The Company had allotted 46,46,493 detachable warrants on September 9, 2005 to the shareholders pursuant to the Rights Issue of the Company vide its Letter of Offer dated June 20, 2005. These warrants were optionally exercisable by the warrant holders for a period of six months starting from September 9, 2006 to March 8, 2007. Out of the above warrants, 3,754,730 warrants were converted into 1,877,365 Equity Shares of Rs. 10/- during the exercise period. At the end of the exercise period there were 891763 unexercised warrants which lapsed.

17. Pursuant to the retrospective amendment (with effect from December 7, 2006) to the Accounting

standard (AS 11) on "Effects of Changes in foreign exchange rates" vide GSR notification 225 (E) dated March 31, 2009, the Company has capitalised the exchange rate variation of Rs. 91.52 Lakhs for the current year and the impact of depreciation thereon being Rs. 4.16 Lakhs has been charged to the Profit and Loss Account of the current year. The Company has also capitalised the exchange variation loss of Rs. 5.32 Lakhs for the financial year 2007-08 and the corresponding adjustment has been given in General Reserve. Depreciation on fixed assets relating to above amounting to Rs. 0.66 Lakhs has also been charged to current year's Profit and Loss Account.

125

18. Employees Stock Option

The Company implemented the ‘Employee Stock Option Scheme 2007’ (ESOP) pursuant to the resolution passed by the members at the Annual General Meeting held on July 13, 2007. The Company granted 6,00,000 Employee Stock Options exercisable into 6,00,000 Equity Shares of Rs. 10/- each, to eligible employees at a price of Rs. 217/- per share being 20% discount on the market price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of Remuneration Committee duly authorized, in which the ESOP were granted. Such discount of Rs.55/- per share on 6,00,000 Equity Shares aggregating to Rs.330 Lakhs is amortised in 48 months on straight line basis as per the Accounting Policy prescribed by SEBI under “Employee Stock Option Scheme and Employee Stock Purchase Scheme” Guidelines, 1999 and consequential sum of Rs. 55 Lakhs and Rs. 58.86 Lakhs for the period ended on March 31, 2008 and March 31, 2009 respectively charged to the Profit & Loss Account. The options would vest after a period of one year but not later than five years from the date of grant. The details of activity under ESOP have been summarized below:

Sr. No. Particulars Number of Options 2008 – 09 2007 – 08

A Outstanding at the beginning of the year 5,95,000 0B Add: Granted during the year 0 6,00,000C Less: Forfeited during the year 0 0D Less: Exercised during the year 0 0E Less: Expired during the year 98,137 5,000F Outstanding at the end of the year 4,96,863 5,95,000G Unvested at the end of the year 4,12,859 5,95,000H Exercisable at the end of the year 84,004 0I Weighted average fair value for each options granted on the

date of grant (Rs.) 126.57 126.57

Since Employee Stock Option was not in existence during period ended on March 31, 2007, March 31, 2006 and September 30, 2005, no such disclosure is applicable.

19. Previous Year/Period figures have been regrouped and/or rearranged wherever considered necessary.

20. Audited statement of accounts ended on September 30, 2005 and March 31, 2006 being for 18 months and 6 months respectively, the word "period ended" is used instead of year and/ or period.

21. Figures pertaining to the group companies have been reclassified wherever necessary to bring them inline with the company’s financial statement.

22. For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as

base and corresponding changes are made in the earlier years/period, wherever necessary.

126

ANNEXURE V

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF CAPITALISATION

(Rs. Lakhs)

Particulars Pre-issue as at March 31, 2009

Post-issue

Borrowings Short - term debt 12705.56 12705.56 Long - term debt 7057.21 7057.21 Total Debts 19762.77 19762.77 Shareholders' Funds Equity Share Capital 1814.03 2176.84 Preference Share Capital 2525.00 NIL Reserves and Surplus 16050.29 19678.35 Less: Profit & Loss Account (Debit Balance)

- -

Miscellaneous Expenses to the extent not written off

159.84 159.84

Total Shareholders Funds 20229.48 21695.35 Long Term Debt / Equity Ratio 0.40 0.33

Note: Debt exceeding 12 months is considered as long term debt. Long term debt / Equity ratio = Long term debt / (Equity share capital (+) Reserves and Surplus (-)

Miscellaneous expenditure to the extent not written off )

127

ANNEXURE VI

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF ACCOUNTING RATIOS, AS RESTATED (Rs. Lakhs)

ACCOUNTING RATIO For the year

ended March 31,

2009

For the year ended March 31,

2008

For the year ended March 31,

2007

For the 6 months ended

March 31, 2006

For the 18 months ended

September 30, 2005

Earnings Per Share - Basic

Profit / (Loss) for calculation of Basic EPS (Rs. Lakhs)

(A) 3504.61 2918.35 1578.17 136.00 (1136.07)

Weighted average number of Equity Shares outstanding during the period

(B)

18140290 18140290 14695932 12081030 6756321

Earnings Per Share (Rs.) (A/B) 19.32 16.09 10.74 1.13 (16.82) Earnings Per Share - Diluted

Profit / (Loss) for calculation of Diluted EPS (Rs. Lakhs)

(C) 3504.61 3061.36 1578.17 136.00 (1136.07)

Weighted average number of Equity Shares outstanding during the period

(D)

18140290 19364257 14695932 12081030 6756321

Earnings Per Share (Rs.) (C/D) 19.32 15.81 10.74 1.13 (16.82) Net Profit (Rs.) (E) 3681.86 3061.36 1578.17 136.00 (1136.07)Net Worth (Rs.) (F) 20229.48 17083.18 12410.96 3789.50 3652.67Return on Net Worth (%) (E/F) 18.20 17.92 12.72 3.59 (31.10) No. of Equity Shares Outstanding at the end of the period

(G) 18140290 18140290 18140290 11616375 11616375

Net Asset Value Per Share (Rs.) (F/G) 111.52 94.17 68.42 32.62 31.44

DEFINITIONS:

EPS = Net profit after tax, as restated, attributable to equity shareholders Weighted average number of Equity Shares outstanding during the period

Return on Net Worth = Net profit after tax, as restated X 100 Net Worth as restated at the end of the period Net Asset Value per Share = Net Worth, as restated, at the end of the period Number of Equity Shares outstanding at the end of the period

128

ANNEXURE VII

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF OTHER INCOME, AS RESTATED

(Rs. Lakhs) Particulars For the

year ended

March 31, 2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

Profit Before Tax 5204.40 4755.53 2489.25 232.47 (1751.70)20% of Net Profit Before Tax 1040.88 951.11 497.85 46.49 (350.34) Other Income for the Year 1051.74 569.56 171.74 124.30 443.36 Other Income Details Recurring, From Business Activities Miscellaneous receipts 358.92 126.41 19.74 46.22 78.37 Share of profit in J V 296.43 90.52 0.00 0.00 0.00 Rentals on Machineries 2.02 0.76 7.46 41.60 127.52 Insurance Claim 128.05 113.01 20.32 0.00 0.00 Subtotal 785.42 330.70 47.52 87.82 205.89 Non Recurring, From Business Activities Profit on Sale of Assets (Net) 13.43 - - - 186.17Bad debts recovered - 4.13 - - -Liabilities written back 121.36 15.52 29.55 4.91 -Subtotal 134.79 19.65 29.55 4.91 186.17 Income from Investment Activities Dividend 0.54 3.78 0.65 - 1.17 Interest 130.99 215.43 94.02 31.57 50.13 Subtotal 131.53 219.21 94.67 31.57 51.30 Total Other Income 1051.74 569.56 171.74 124.30 443.36

129

ANNEXURE VIII

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF CONTINGENT LIABILITIES, AS RESTATED (Rs. Lakhs)

Particulars As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

A Bank Guarantees (Refer Note no. 3)

63.54 13.50 3.20 3.20 3.20

B Guarantee given in respect of financial assistance & performance in favour of Subsidiary Company to bank & others.

151.07 151.07 151.07 79.10 79.10

C Guarantee given in respect of performance of contracts of Joint Venture entities in which company is one of the members.

14219.07 17881.27 6299.47 0.00 0.00

D Claims against the Company not acknowledged as debts. (Refer note 1 & 2)

a) In respect of suits filed against the company by suppliers/ sub-contractors/ Others

1516.79 882.31 84.88 504.19 504.77

b) In respect of Legal notices issued against the company by suppliers/ sub-contractors

78.77 35.14 37.79 32.10 31.80

E Sales Tax, Service Tax and Royalty disputes

2053.55 1352.65 426.90 0.00 0.00

Note:

1. For the period ended on March 31, 2009 and March 31, 2008, in case where the Company has raised claims on clients against which counter claims have been raised by the clients, excess of counter claims raised by the client over the amount of claims raised by the Company are only considered in the above figures.

2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, claim against the Company

does not include amount of claims raised by way of counter claims by the clients against the claim raised by the Company.

3. Accounting Standard 29- ‘Provisions, Contingent Liabilities and Contingent Assets’ became effective from April 1,

2004. Bank Guarantees other than performance guarantees and bid guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to performance guarantees and bid guarantees, the outflow of resources is considered remote by the management and therefore the same are not required to be disclosed in other periods

130

ANNEXURE IX

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF UNSECURED LOANS, AS RESTATED (Rs. Lakhs)

Name of the Lender.

Balance as at March 31,

2009 (Rs. Lakhs)

Rate of Interest

Repayment schedule

Fixed deposits Fixed Deposits – Public / Share holders 160.41 8%-9.50% Within 1 Year Sub Total 160.41 Short term loan Commercial Paper 2000.00 10.45% Repayment after 179 days from the

date of borrowings Sub Total 2000.00 Grand Total 2160.41

131

ANNEXURE X

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF SECURED LOANS, AS RESTATED (Rs. Lakhs)

Sr. No.

Name of the Lender

Facility Sanctioned Balance as at

March 31, 2009

Rate of Interest

Repayment Schedule

Security

1 Indian Bank Working Capital Demand Loan

2087.50 910.39 11.75% Renewed on yearly basis.

As per Note (1) mentioned below

2 Karur Vyasya Bank Ltd.

Working Capital Demand Loan

1812.50 1229.68 12.75% Renewed on yearly basis.

As per Note (1) mentioned below

3 Oriental Bank Of Commerce

Working Capital Demand Loan

6525.00 5895.24 11.75% Renewed on yearly basis.

As per Note (1) mentioned below

4 State Bank Of India

Working Capital Demand Loan

1900.00 1808.60 11.50% Renewed on yearly basis.

As per Note (1) mentioned below

5 Punjab National Bank

Working Capital Demand Loan

1087.50 696.71 11.75% Renewed on yearly basis.

As per Note (1) mentioned below

6 Axis Bank Working Capital Demand Loan

1087.50 14.44 13.00% Renewed on yearly basis.

As per Note (1) mentioned below

7 Nutan Nagrik Sahakari Bank

Working Capital Demand Loan

80.00 77.92 13.00% Renewed on yearly basis.

Against hypothecation of Stock & Book Debts and also secured by way of equitable mortgage of over freehold land situated at S.No. 31 (Hissa No. 1 to 5) mouje Sonipur, Taluka, Thasra, Dist. : Kheda

TOTAL 14580.00 10632.98

132

(Rs. Lakhs) Sr. No.

Name of the Lender

Facility Sanctioned Balance as at

March 31, 2009

Rate of Interest

Repayment Schedule

Security

8 The bank of Rajasthan Ltd.

Term Loan

4000.00 3885.70 11.75% Repayment from March 2009 in 36 Instalments

As per Note (2) mentioned below

9 Standard Chartered Bank

Term Loan

1000.00 504.07 12.40% Repayment in 36monthly Instalments starting from the next month of disbursement, 1st started in Oct.-08

As per Note (1) mentioned below

10 Oriental Bank Of Commerce

Term Loan

2700.00 2202.30 12.25% Repayment in 16 equal quarterly Installments commence from quarter ending March – 2010

As per Note (1) mentioned below

11 Indian Bank Term Loan

600.00 139.47 12.25% Repayment in 16 equal quarterly Installments commence from quarter ending March - 2010

As per Note (2) mentioned below

TOTAL 8300.00 6731.54 12 HDFC Bank

Ltd. Hire Purchase Loan

32.14 5.90 6.25% 48 Installments of Rs.75464/- each

Hypothecation of the Underlying Assets - Car

13 HDFC Bank Ltd.

Hire Purchase Loan

10.75 1.65 8.29% 36 Installments of Rs.33600/-each

Hypothecation of the Underlying Assets - Car

14 HDFC Bank Ltd.

Hire Purchase Loan

6.50 1.39 8.40% 36 Installments of Rs.20345/- each

Hypothecation of the Underlying Assets - Car

133

15 HDFC Bank

Ltd. Hire Purchase Loan

7.05 1.17 8.24% 36 Installments of Rs.22020/-each

Hypothecation of the Underlying Assets - Car

16 HDFC Bank Ltd.

Hire Purchase Loan

4.75 1.29 8.26% 36 Installments of Rs.14840/-each

Hypothecation of the Underlying Assets - Car

17 HDFC Bank Ltd.

Hire Purchase Loan

7.85 2.13 8.25% 36 Installments of Rs.24520/- each

Hypothecation of the Underlying Assets - Car

18 HDFC Bank Ltd.

Hire Purchase Loan

5.45 1.83 10.25% 36 Installments of Rs.17500/- each

Hypothecation of the Underlying Assets - Car

19 HDFC Bank Ltd.

Hire Purchase Loan

3.30 1.11 10.31% 36 Installments of Rs.10605/- each

Hypothecation of the Underlying Assets - Car

20 HDFC Bank Ltd.

Hire Purchase Loan

4.75 1.61 11.33% 36 Installments of Rs.15480/- each

Hypothecation of the Underlying Assets – Car

21 HDFC Bank Ltd.

Hire Purchase Loan

6.00 2.21 11.50% 36 Installments of Rs.19597/- each

Hypothecation of the Underlying Assets - Car

22 HDFC Bank Ltd.

Hire Purchase Loan

5.60 2.54 11.17% 36 Installments of Rs.18209/- each

Hypothecation of the Underlying Assets - Car

23 HDFC Bank Ltd.

Hire Purchase Loan

4.85 2.20 11.25% 36 Installments of Rs.15787/- each

Hypothecation of the Underlying Assets - Car

24 HDFC Bank Ltd.

Hire Purchase Loan

3.60 1.73 11.25% 36 Installments of Rs.11718/- each

Hypothecation of the Underlying Assets - Car

25 HDFC Bank Ltd.

Hire Purchase Loan

7.00 3.55 10.61% 36 Installments of Rs.22589/- each

Hypothecation of the Underlying Assets - Car

134

26 HDFC Bank

Ltd. Hire Purchase Loan

5.35 2.71 10.61% 36 Installments of Rs.17265/- each

Hypothecation of the Underlying Assets - Car

27 HDFC Bank Ltd.

Hire Purchase Loan

5.50 2.94 10.60% 36 Installments of Rs.17745/- each

Hypothecation of the Underlying Assets - Car

28 HDFC Bank Ltd.

Hire Purchase Loan

4.60 2.46 10.60% 36 Installments of Rs.14842/- each

Hypothecation of the Underlying Assets - Car

29 HDFC Bank Ltd.

Hire Purchase Loan

7.20 4.04 10.28% 36 Installments of Rs.23130/- each

Hypothecation of the Underlying Assets - Car

30 HDFC Bank Ltd.

Hire Purchase Loan

5.00 2.80 10.00% 36 Installments of Rs.16000/- each

Hypothecation of the Underlying Assets - Car

31 HDFC Bank Ltd.

Hire Purchase Loan

3.80 2.13 10.00% 36 Installments of Rs.12160/- each

Hypothecation of the Underlying Assets - Car

32 HDFC Bank Ltd.

Hire Purchase Loan

7.00 4.11 9.80% 36 Installments of Rs.22338/- each

Hypothecation of the Underlying Assets - Car

33 HDFC Bank Ltd.

Hire Purchase Loan

6.00 3.52 9.80% 36 Installments of Rs.19147/- each

Hypothecation of the Underlying Assets - Car

34 HDFC Bank Ltd.

Hire Purchase Loan

11.00 6.74 9.40% 36 Installments of Rs.34910/- each

Hypothecation of the Underlying Assets - Car

35 HDFC Bank Ltd.

Hire Purchase Loan

4.25 2.49 9.70% 36 Installments of Rs.13545/- each

Hypothecation of the Underlying Assets - Car

36 HDFC Bank Ltd.

Hire Purchase Loan

6.85 4.20 9.70% 36 Installments of Rs.21829/- each

Hypothecation of the Underlying Assets - Car

135

37 HDFC Bank Ltd.

Hire Purchase Loan

4.34 3.09 12.46% 48 Installments of Rs.11408/- each

Hypothecation of the Underlying Assets - Tata 207

38 HDFC Bank Ltd.

Hire Purchase Loan

4.34 3.22 10.25% 48 Installments of Rs.11250/- each

Hypothecation of the Underlying Assets - Tata 207

39 HDFC Bank Ltd.

Hire Purchase Loan

4.15 2.87 9.32% 36 Installments of Rs.13156/- each

Hypothecation of the Underlying Assets - Car

40 HDFC Bank Ltd.

Hire Purchase Loan

7.00 4.84 9.25% 36 Installments of Rs.22170/- each

Hypothecation of the Underlying Assets - Car

41 HDFC Bank Ltd.

Hire Purchase Loan

5.50 3.96 10.20% 36 Installments of Rs.17648/- each

Hypothecation of the Underlying Assets - Car

42 HDFC Bank Ltd.

Hire Purchase Loan

11.90 8.57 10.20% 36 Installments of Rs.38184/- each

Hypothecation of the Underlying Assets - Car

43 HDFC Bank Ltd.

Hire Purchase Loan

5.65 4.22 10.34% 36 Installments of Rs.18165/- each

Hypothecation of the Underlying Assets - Car

44 HDFC Bank Ltd.

Hire Purchase Loan

11.20 8.65 10.60% 36 Installments of Rs.36134/- each

Hypothecation of the Underlying Assets - Bolero jeep - 2 NOS.

45 HDFC Bank Ltd.

Hire Purchase Loan

7.35 5.67 10.50% 36 Installments of Rs.23683/- each

Hypothecation of the Underlying Assets - Scorpio Jeep

46 HDFC Bank Ltd.

Hire Purchase Loan

3.50 2.79 11.10% 36 Installments of Rs.11370/- each

Hypothecation of the Underlying Assets - Car

47 HDFC Bank Ltd.

Hire Purchase Loan

4.40 3.51 11.10% 36 Installments of Rs.14293/- each

Hypothecation of the Underlying Assets - Car

48 HDFC Bank Ltd.

Hire Purchase Loan

5.40 5.08 12.50% 60 Installments of Rs.12024/-each

Hypothecation of the Underlying Assets - Car

49 HDFC Bank Ltd.

Hire Purchase

4.55 4.28 12.50% 60 Installments

Hypothecation of the Underlying

136

Loan of Rs.10131/- each

Assets - Car

50 HDFC Bank Ltd.

Hire Purchase Loan

4.11 3.92 12.50% 60 Installments of Rs.9152/- each

Hypothecation of the Underlying Assets - Car

51 HDFC Bank Ltd.

Hire Purchase Loan

6.00 5.87 11.00% 60 Installments of Rs.12926/- each

Hypothecation of the Underlying Assets - Car

52 HDFC Bank Ltd.

Hire Purchase Loan

5.40 2.85 10.52% 47 Installments of Rs.13710/- each

Hypothecation of the Underlying Assets - Car

53 ICICI Bank Ltd.

Hire Purchase Loan

4.25 1.08 7.38% 48 Installment of Rs.10190/- each

Hypothecation of the Underlying Assets - Car

54 L & T Finance Ltd.

Hire Purchase Loan

71.97 38.17 10.16% 60 Installments of Rs.183368/- each

Hypothecation of the Underlying Assets – Crushing Plant

55 Kotak Mahindra Prime Ltd.

Hire Purchase Loan

4.95 3.17 9.88% 36 Installments of Rs.15815/- each

Hypothecation of the Underlying Assets - Car

56 Kotak Mahindra Prime Ltd.

Hire Purchase Loan

9.45 6.05 9.75% 36 Installments of Rs.30135/- each

Hypothecation of the Underlying Assets - Car

57 Kotak Mahindra Prime Ltd

Hire Purchase Loan

4.10 2.63 9.82% 36 Installments of Rs.13087/- each

Hypothecation of the Underlying Assets - Car

58 Axis Bank Hire Purchase Loan

4.20 3.79 11.50% 60 Installments of Rs.9150/-each

Hypothecation of the Underlying Assets - Car

59 Axis Bank Hire Purchase Loan

7.30 6.68 11.50% 60 Installments of Rs.15903/-each

Hypothecation of the Underlying Assets - Scorpio Jeep

60 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

180.42 1.40 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

61 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

16.34 0.42 9.50% 57 Installments payable

Hypothecation of the Underlying Assets -

137

monthly Machinery 62 Srei

Infrastructure Finance Ltd.

Hire Purchase Loan

15.22 1.15 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

63 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

33.76 2.58 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

64 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

33.70 4.86 8.07% 58 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

65 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

34.65 4.82 9.50% 58 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

66 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

41.27 5.02 8.07% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

67 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

20.35 2.47 8.07% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

68 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

29.40 6.48 8.00% 58 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

69 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

16.33 4.68 8.00% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

TOTAL 798.59 237.83 GRAND

TOTAL 17602.36

Notes: (1) The term loan from banks are secured by first charge on specific plant & Machinery financed by

them. (2) Working capital facilities are secured in favour of consortium bankers, by way of first charge

against hypothecation of stocks, stock in process, store and spares, bills receivables, book debts and other movables except 2nd charge on current assets and receivables in favour of a bank for bank guarantee of Rs. 5000 Lakhs provided on behalf of Joint Venture in which the Company is one of the member and except first charge over machineries and equipments financed by others for term loans and further secured by second pari-passu charged on machineries and equipments financed by others for term loans and first charge on the office premises of the Company.

(3) Loan against vehicles / equipments are secured by way of charge on specific vehicles and

equipments.

138

ANNEXURE XI

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF LOANS & ADVANCES, AS RESTATED

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Advance recoverable in cash or in kind or for value to be received

1332.60 1277.85 374.00 428.49 413.55

Advances to related parties 415.76 185.68 72.96 25.96 19.24Loans to employees 4.16 4.82 5.12 5.90 8.12Security / Margin Money Deposits 561.89 760.09 607.82 302.65 250.21

Advance Income Tax 1088.68 802.62 369.58 161.20 171.57VAT /Entry Tax [ Net off Provision ] 783.63 366.26 199.28 172.33 172.71

Pre - Paid Expenses 2195.35 2374.68 1117.01 500.38 309.20Other Current Assets 462.72 204.28 44.41 41.70 22.53Accrued Income 55.77 11.01 18.02 27.76 22.43Total (Rs.) 6900.55 5987.28 2808.20 1666.37 1389.56

Details of loans and advances given to related parties

(Rs. Lakhs)

Name of the Party

Nature As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

JMC Infrastructure Ltd.

Associate Company

119.26 96.92 63.46 14.33 15.24

SAI Consulting Engineers Pvt. Ltd.

Associate Company

- 4.03 4.03 4.03 4.00

J.M. Construction

Associate Company

5.47 5.47 5.47 3.88 -

AGRAWAL - JMC JV

Joint Venture

291.03 79.26 - 3.72 -

TOTAL 415.76 185.68 72.96 25.96 19.24

139

ANNEXURE XII

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF DEBTORS, AS RESTATED

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Debtors outstanding for a period exceeding 6 months (excluding retention money)

6348.22 2105.06 2348.01 2175.71 2082.14

Debtors outstanding for a period not exceeding 6 months

29308.84 17971.44 11194.39 4415.07 3314.09

Retention Money 7560.87 6914.69 3215.26 1565.26 1550.79TOTAL 43217.93 26991.19 16757.66 8156.04 6947.02

Break- up of sundry debtors outstanding for more than six months (Rs. Lakhs)

Particulars As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Debtors outstanding for a period exceeding 6 months but less than 12 months

4059.68 678.68 334.37 480.76 646.55

Debtors outstanding for a period exceeding 12 months but less than 18 months

859.45 460.28 584.34 382.97 242.65

Debtors outstanding for a period exceeding 18 months but less than 24 months

299.67 118.48 163.37 111.92 145.74

Debtors outstanding for a period exceeding 24 months but less than 30 months

93.37 219.85 209.17 143.11 267.95

Debtors outstanding for a period exceeding 30 months but less than 36 months

168.70 25.06 49.84 273.16 556.94

Debtors outstanding for a period exceeding 36 months

867.37 602.72 1006.92 783.80 222.31

TOTAL 6348.22 2105.06 2348.01 2175.71 2082.14

Debtors includes receivable from JMC Infrastructure Limited – a related party as set out below:

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March 31,

2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Debtors outstanding for a period exceeding 6 months 13.68 13.68 13.68 13.68 13.68TOTAL 13.68 13.68 13.68 13.68 13.68

Note: All debtors outstanding as on March 31, 2009, exceeding 36 months are good and recoverable.

140

ANNEXURE XIII

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF RELATED PARTY TRANSACTIONS

(A) Particulars of Joint Ventures / Associate Companies / Associate Firm

(1) JMC – MSKE JV - Joint Venture (2) Aggrawal – JMC JV - Joint Venture (3) JMC – Sadbhav JV - Joint Venture (4) JMC – Taher ALI JV - Joint Venture (5) JMC – PPPL JV - Joint Venture (6) JMC-Tantia JV - Joint Venture (7) JMC – Associated JV - Joint Venture (8) Kalpataru Power Transmission Ltd. - Holding Company

(w.e.f February 6, 2007) (9) JMC Infrastructure Ltd. - Associate Company (10) SAI Consulting Engineers Private Ltd. (Formerly known as Sheladia Associates & Consultants (India) Pvt. Ltd.)

- Associate Company

(11) JMC Consultants & Developers Pvt. Ltd. - Associate Company (12) J M Construction - Associate Firm

(B) Key Management Personnel (KMP)

Name of KMP Nature of Relationship (1) Mr. Hemant Modi - Vice Chairman & Managing

Director (2) Mr. Suhas Joshi - Managing Director (3) Mr. M. D. Khattar (up to March 31, 2008)

- Managing Director

(4) Mr. Deval Shah (up to January 30, 2006)

- Director

141

(C) Relatives of Key Management Personnel (RKMP)

Name of RKMP Nature of Relationship (1) Late Mr. I. K. Modi - Father of Mr. Hemant Modi (2) Mrs. Suverna I. Modi - Mother of Mr. Hemant Modi (3) Mrs. Sonal H. Modi - Wife of Mr. Hemant Modi (4) Mrs. Madhuri Joshi - Wife of Mr. Suhas Joshi(5) Late Mrs. Malti Joshi - Mother of Mr. Suhas Joshi (6) Ms. Ami H. Modi - Daughter of Mr. Hemant Modi

Following are the Transactions undertaken with related parties: Holding Company of JMC Projects (India) Ltd. (Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets

60.44 1185.09 2521.00 - -

2 Rent Received 0.69 0.76 - - -3 Rent Paid 72.43 60.50 57.31 - -4 Reimbursement of

expenses (Paid) 17.06 128.87 16.51 - -

5 Loans / deposits received during the year / period

5000.00 1150.00 1230.00 - -

6 Loans / deposits given / repaid during the year / period

5201.56 1389.30 1701.89 - -

7 Outstanding balance included in Debtors

- 0.61 - - -

8 Outstanding balance included in Unsecured Loans

- 15.97 239.30 - -

9 Outstanding balance included in Current Liabilities

18.20 377.54 490.54 - -

10 Interest paid 196.74 20.11 50.67 - -11 Dividend Paid 322.68 135.60 - - -

142

Key Management Personnel & Relatives of Key Management Personnel (Rs. Lakhs)

Sr. No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Managerial Remuneration

168.02 199.18 154.90 42.30 69.39

2 Loans / deposits received during the year / period

- - 60.64 - 524.81

3 Loans / deposits given / repaid during the year / period

- 39.75 510.85 41.26 100.49

4 Outstanding balance included in Unsecured Loans

- - 39.75 489.96 531.22

5 Fixed Deposits matured and renewed during the year / period

- 1.00 3.75 2.75 3.75

6 Fixed deposits repaid during the period / year

1.00 - - - 6.00

7 Interest paid - 0.28 0.42 0.17 0.77 8 Dividend paid 27.47 10.80 - - -

143

Joint Ventures, Associate Companies and Associate Firm (Rs. Lakhs)

Sr.No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets

72.53 20.90 1.43 - -

2 Contract Revenue Received

24573.12 16350.91 7106.40 124.79 -

3 Contract Charges Paid

- - - - 60.19

4 Sale of Materials - - - 11.96 -5 Income earned on

Services rendered - - 60.00 33.05 0.74

6 Rent / Professional fees Paid

41.58 46.41 61.36 47.12 70.20

7 Reimbursement of Expenses (Received)

- - 4.65 - -

8 Loans / deposits received during the year / period

- - - 674.64 1649.00

9 Loans / deposit given / repaid during the year / period

- 30.90 - 672.36 997.00

10 Outstanding balance included in Debtors

5443.95 3049.58 1214.29 122.15 13.68

11 Outstanding balance included in Loans (Assets)

415.76 185.68 72.96 25.96 19.24

12 Outstanding balance included in Unsecured Loans

- - - 660.52 658.24

13 Outstanding balance included in Current Liabilities

1979.43 5165.86 1953.70 2107.94 6.59

14 Interest income 11.22 9.11 2.80 - - 15 Interest paid - - - 44.84 62.69 16 Share of Profit in

Joint Venture 296.43 90.52 - - -

17 Share of loss in Joint Venture

147.38 12.43 11.26 0.15 1.88

144

ANNEXURE XIV

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF INVESTMENTS

(Rs. Lakhs) Sr. No.

Particulars As at March

31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 (a) Investments in Shares-

(Unquoted Long Term - Trade)

14,476 Equity Shares of Rs. 25/- each of Nutan Nagrik Sahakari Bank Ltd.

3.62 3.62 3.62 3.62 3.62

TOTAL (Rs.) 3.62 3.62 3.62 3.62 3.62

145

ANNEXURE XV

JMC PROJECTS (INDIA) LIMITED

CONSOLIDATED STATEMENT OF CURRENT LIABILITIES & PROVISIONS, AS RESTATED

(Rs. Lakhs) Particulars As at

March 31, 2008

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 (A) Current Liabilities Sundry Creditors 19126.28 12865.42 7798.39 4492.87 3479.98Advances From Clients 12025.58 14910.76 6531.18 3008.61 69.08Bills Payable 512.58 - - - 10.35Payable under Letter of Credit 1835.11 1749.88 172.22 - -Interest accrued but not due 13.27 39.96 12.45 19.65 76.52Unclaimed Dividend 3.48 3.00 3.29 5.64 8.96Unclaimed Matured Fixed Deposits 2.85 6.75 3.63 7.12 9.01Unclaimed Fixed Deposits Interest 0.52 - - - -Unclaimed Share Application Money 0.43 0.43 1.73 1.94 -Other Liabilities 3803.82 2338.29 1259.91 661.01 548.53VAT / Sales tax payable 808.71 537.43 249.90 208.28 171.37TOTAL (Rs.) (A) 38132.63 32451.92 16032.70 8405.12 4373.80(B) Provisions Provision for Defect Liability Period Expense 2037.58 1267.05 679.94 338.64 262.40

Provision for Fringe Benefit Tax (Net of Advance Tax) - 2.24 0.54 - -

Proposed Dividend on Preference Shares 75.75 75.75 - - -

Proposed Dividend on Equity Shares 362.81 362.81 181.40 - -Corporate Tax on Proposed Dividend on Equity Shares 61.66 61.66 30.83 - -

Corporate Tax on Proposed Dividend on Preference Shares 12.87 12.87 - - -

Provision for leave encashment 229.18 158.93 77.12 - -Provision for Gratuity 180.35 111.20 - - -TOTAL (Rs.) (B) 2960.20 2052.51 969.83 338.64 262.40TOTAL (Rs.) (A+B) 41092.83 34504.43 17002.53 8743.76 4636.20

146

Auditor’s report as required by Part II of Schedule II of the Companies Act, 1956 To, The Board of Directors JMC Projects (India) Ltd. Dear Sirs,

1. We have examined the attached financial information of JMC Projects (India) Ltd. (“the Company”), as approved by the Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (“ the Act”) and the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended to date (“the SEBI Guidelines”) and in terms of our engagement agreed upon with you in accordance with our Engagement Letter dated January 31, 2009 in connection with the Draft Letter of Offer \ Letter of Offer (collectively hereinafter referred to as “offer document”) for proposed Rights Issue of Equity Shares of the Company.

2. This information has been extracted by the management from financial statements for the

period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005. Audit for the period ended March 31, 2007, 2006 and September 30, 2005, was conducted by joint auditors M/s Sudhir N. Doshi & Co. only and joint auditors M/s Kishan M. Mehta & Co. have not audited the financial statement for these periods and the accounts audited by M/s Sudhir N. Doshi & Co. have been relied upon for these periods.

3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act,

the SEBI Guidelines and in terms of our engagement agreed with you, we further report that:

A. The Summary Statement of Assets and Liabilities, as restated, of the Company as at

March 31, 2009,2008, 2007, 2006 and September 30, 2005, examined by us, as set out in Annexure I to this report are after making adjustment and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

B. The Summary Statement of Profit and Loss, as restated, of the Company for the

period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005, examined by us, as set out in Annexure II to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

C. The Summary Statement of Cash Flow, as restated, of the Company for the period

ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005, examined by us, as set out in Annexure III to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

147

The Summary Statement of Assets and Liabilities, Profit and Loss and Cash Flow, as restated, and most specifically described in point 3(A), 3(B), and 3(C) above are together hereinafter referred to as “Restated Financial Information”.

D. Based on the above, we are of the opinion that the Restated Financial Information has

been made after incorporating i) Adjustments for the changes in accounting policies retrospectively in the

respective financial years to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

ii) Adjustments for the material amount in the respective financial years to which they relate.

iii) And there are no extra-ordinary items that need to be disclosed separately in the accounts and no audit qualifications requiring adjustments.

E. We have also examined the following other financial information as restated set out

in the annexure prepared by the management and approved by the Board of Directors relating to the Company for the period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005 after taking adjustments / regrouping in these financial information. The financial year 2008-2009 has been taken as base and the corresponding changes have been made in the earlier years/period, wherever necessary.

• Statement of Capitalisation (Annexure V) • Statement of Accounting Ratios, as restated (Annexure VI) • Statement of Dividend (Annexure VII) • Statement of Other Income, as restated (Annexure VIII) • Statement of Contingent Liabilities, as restated (Annexure IX) • Statement of Unsecured Loans, as restated (Annexure X) • Statement of Secured Loans, as restated (Annexure XI) • Statement of Loans & Advances, as restated (Annexure XII) • Statement of Debtors, as restated (Annexure XIII) • Statement of Tax Shelter, as restated (Annexure XIV) • Statement of Related Party Transactions (Annexure XV) • Statement of Investments (Annexure XVI) • Statement of Current liabilities and Provisions, as restated (Annexure

XVII) • Statement of Major Borrowings (Annexure XVIII)

In our opinion, the financial information contained in Annexure I to XVIII as above of this report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies, and Notes prepared after making adjustments and regroupings, as considered appropriate, have been prepared in accordance with Para B of Part II of Schedule II of the Companies Act, 1956 and the SEBI Guidelines.

148

4. Our report is intended solely for use of the management and for inclusion in the offer

document in connection with the proposed Rights Issue of Equity Shares of the Company. Our report should not be used for any other purpose except with our consent in writing.

Yours Faithfully. Yours Faithfully. For Sudhir N. Doshi & Co. For Kishan M. Mehta & Co. Chartered Accountants Chartered Accountants Sudhir N. Doshi Kishan M. Mehta Proprietor Partner M No.30539 M No. 13707 Place: Ahmedabad Place: Ahmedabad Date: 06/08/2009 Date: 06/08/2009

149

ANNEXURE I

JMC PROJECTS (INDIA) LIMITED

SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED (Rs. Lakhs)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at September

30, 2005 A Fixed Assets Gross Block 29074.97 23104.04 12652.37 8173.94 7249.96 Less : Depreciation 7053.30 4308.12 2887.04 2361.01 2172.07 Net Block 22021.67 18795.92 9765.33 5812.93 5077.89 Capital Work in

Progress 203.07 148.87 0.00 125.21 30.92

Total 22224.74 18944.79 9765.33 5938.14 5108.81 B Investments 51.15 51.15 51.15 51.15 51.15 C Deferred Tax Assets 0.00 0.00 0.00 20.60 95.74 D Current Assets, Loans

and Advances

Inventories 8084.72 10304.92 2903.98 1466.93 1433.38 Sundry Debtors 43194.77 26984.31 16745.53 8104.74 6921.78 Cash and Bank Balances

* 1174.60 1615.97 4156.87 878.58 894.07

Loans and Advances 6879.18 5971.76 2785.92 1654.45 1377.29 Total 59333.27 44876.96 26592.30 12104.70 10626.52 E Liabilities and

Provisions

Loan Funds Secured 17483.41 11096.44 5723.02 4186.66 6009.86 Unsecured 2160.41 183.16 563.68 1521.55 1676.36 Total 19643.82 11279.60 6286.70 5708.21 7686.22 F Deferred Tax Liability 770.01 1139.57 833.00 0.00 0.00 G Current Liabilities and

Provisions

Current Liabilities 38042.05 32347.68 15948.07 8345.25 4343.97 Provisions 2958.06 2052.51 969.83 338.64 261.04 Total 41000.11 34400.19 16917.90 8683.89 4605.01 H Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99 * Cash and Bank balance includes Fixed Deposits on which the Banks have a lien.

150

(Rs. Lakhs)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at September

30, 2005 Represented by :

I Shareholder's Funds Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64 Reserves 16015.60 12989.51 10557.15 2560.85 2468.54 Total 20354.63 17328.54 12371.18 3722.49 3630.18 Less

J Profit & Loss Account ( Debit Balance )

0.00 0.00 0.00 0.00 39.19

K Miscellaneous Expenditure (to the extent not written off or adjusted)

159.41 275.00 0.00 0.00 0.00

L Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99

151

ANNEXURE II

JMC PROJECTS (INDIA) LIMITED

SUMMARY STATEMENT OF PROFIT AND LOSS, AS RESTATED

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For The 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Income Contract Receipts 130898.53 91498.18 50021.29 14199.62 35023.75 Other Income 1045.84 564.16 173.45 131.40 468.12 Increase / (Decrease) in Work in Progress

(2103.46) 2396.49 426.95 (75.84) 614.13

Total Income 129840.91 94458.83 50621.69 14255.18 36106.00 Expenditure Cost of Materials 55812.01 44191.88 22088.68 7030.79 18011.27 Work Charges 34254.98 22978.71 15120.49 3077.41 8868.03 Construction Expenses 12428.96 8720.24 3572.88 1329.83 3817.04 Payment to Employees 8868.24 6069.30 3108.36 1018.36 2312.54 Other Expenses 7052.53 4818.37 2497.91 879.84 2650.28 Total Expenditure Before Interest, Depreciation, Tax

118416.72 86778.50 46388.32 13336.23 35659.16

Profit/ (Loss) Before Interest, Depreciation, Tax

11424.19 7680.33 4233.37 918.95 446.84

Interest 3245.96 1255.96 1018.03 493.10 1689.09 Depreciation 2983.36 1654.99 686.52 201.04 531.64 Total 6229.32 2910.95 1704.55 694.14 2220.73 Profit/ (Loss) before Tax 5194.87 4769.38 2528.82 224.81 (1773.89)Taxation (Current Year) 1811.32 1290.58 28.26 0.00 0.00Deferred Tax Provision (369.56) 341.43 853.60 75.14 (627.46)Fringe Benefit Tax 77.00 65.78 41.49 18.18 10.55 Net Profit/ (Loss) after Tax 3676.11 3071.59 1605.47 131.49 (1156.98)

Notes:

1. For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as base and corresponding changes are made in the earlier years, wherever necessary, major being:

a. Figures of increase / (decrease) in Work In Progress are shown separately and excluded from Cost of Materials.

b. Figures of Work Charges are shown separately and excluded from Construction expenses. c. Figures of heavy vehicle maintenance charges are excluded from Other Expenses and included

into Construction expenses.

152

ANNEXURE III

JMC PROJECTS (INDIA) LTD

STATEMENT OF CASH FLOW, AS RESTATED OF JMC PROJECTS ( INDIA ) LTD. (Rs. Lakhs)

Particulars For the year

ended on March 31,

2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For the 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 CASH FLOW FROM OPERATING ACTIVITIES

Profit / (Loss) Before Taxation 5194.87 4769.38 2528.82 224.81 (1773.89) Adjustment For : Interest 2340.84 837.77 1018.03 493.10 1689.09 Depreciation 2983.36 1654.99 686.52 201.04 531.64 Bad Debts Written Off 4.81 499.19 49.11 0.00 993.92 Exchange Rate Variation 296.07 36.36 35.47 48.90 30.80 Loss on Sale of Assets / Assets Lost 102.38 95.96 121.15 13.34 28.40 Preliminary Expenses written off 115.59 55.00 0.00 0.00 0.00 Interest & Dividend Income (129.83) (218.84) (94.20) (31.44) (50.50)Profit on Sale of Asset (65.24) (35.16) (5.74) (0.04) (214.57)Share of (profit) / loss in Joint Venture (Net)

(149.05) (78.09) 11.26 0.00 1.88

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

10693.80 7616.56 4350.43 949.71 1236.77

Trade & Other Receivables (17122.71) (13923.81) (9821.37) (1460.12) (1322.42)Inventories 2220.20 (7400.94) (1437.05) (33.55) (484.40)Trade Payables 6599.93 15676.22 8006.21 4078.86 (121.03) CASH GENERATED FROM OPERATIONS

2391.22 1968.03 1098.22 3534.90 (691.08)

Direct taxes paid (1948.23) (216.00) (69.75) (18.18) (10.55)Prior Period/Extraordinary Items 11.59 (71.75) 0.00 0.00 0.00 NET CASH FROM OPERATING ACTIVITIES (A)

454.58 1680.28 1028.47 3516.72 (701.63)

CASH FLOW FROM INVESTMENT ACTIVITIES :

Purchase of Fixed Assets (6433.13) (11106.54) (4683.14) (1045.04) (1411.08)Sale of Fixed Assets 132.69 211.29 54.02 1.39 289.97 Deposits with Banks 819.53 2231.49 (2352.26) (18.52) (336.82)Share of profit / (loss) in Joint 149.05 78.09 (11.26) 0.00 (1.88)

153

Venture (Net) Interest Received 129.66 215.43 93.99 31.44 50.09 Dividend Received 0.17 3.41 0.21 0.00 0.41 NET CASH USED IN INVESTING ACTIVITIES (B)

(5202.03) (8366.84) (6898.44) (1030.73) (1409.31)

CASH FLOW FROM FINANCING ACTIVITIES

Increase / (Decrease) in Share Capital

0.00 2525.00 7271.00 0.00 3096.73

Proceeds from Term Borrowings 3892.92 2656.11 1049.15 0.00 0.00Working Capital Finance 4660.24 3423.96 1896.46 (1884.40) 1609.28 Repayment of Term Loans (188.94) (1087.17) (2367.12) (93.60) (1058.75) Interest Paid (2340.84) (837.77) (1018.03) (493.10) (1689.09)Dividend Paid on Preference Shares (151.50) (46.49) 0.00 0.00 0.00 Dividend Paid on Equity Shares (362.81) (181.41) 0.00 0.00 0.00 Corporate Dividend Tax (87.40) (38.73) 0.00 0.00 0.00 Exchange Rate Variation (296.07) (36.36) (35.47) (48.90) (30.80) NET CASH USED IN FINANCING ACTIVITIES ( C )

5125.60 6377.14 6795.99 (2520.00) 1927.37

Net Change in cash and cash equivalents

( A + B + C ) 378.15 (309.42) 926.02 (34.01) (183.57) Cash and Cash equivalents (opening balance)

690.06 999.47 73.45 107.46 291.03

Cash and Cash equivalents (Closing balance) as per Balance Sheet

1174.60 1615.97 4156.87 878.58 894.07

Less: Fixed Deposit 106.39 925.92 3157.40 805.12 786.61 Cash and Cash equivalents (Closing balance) as per Cash Flow Statement

1068.21 690.06 999.47 73.45 107.46

Difference in cash & cash equivalents (CLG. - OPG.)

378.15 (309.42) 926.02 (34.01) (183.57)

154

ANNEXURE IV SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF ACCOUNTS 1. Significant Accounting Policies i Accounting Convention

Financial statements are prepared in accordance with applicable Accounting Standards under the historical cost convention on accrual basis.

ii Use of Estimates The presentation of financial statements requires certain estimates and assumptions. These estimates and assumptions affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known / materialized.

iii. Revenue Recognition a. Construction contracts

Running Account Bills for work completed are recognized on percentage of completion method based on completion of physical proportion of the contract work. Income on account of claims and extra item work is recognized to the extent company expects reasonable certainty about receipts or acceptance from the client. When it is probable that total contract cost will exceed the total contract revenue, the expected loss is recognized immediately.

b. Others

Dividends are recorded when the right to receive the payment is established. Interest income is recognized in time proportionate basis.

iv. Fixed Assets

Fixed Assets are stated at cost of acquisition less accumulated depreciation less impairment losses, if any, Cost is inclusive of all identifiable expenditure incurred to bring the assets to their working condition for intended use. When an asset is disposed of, demolished, destroyed, the cost and related depreciation are removed from the books of accounts and the resultant profit or loss is reflected in the Profit and Loss Account.

Direct costs as well as related incidental and identifiable expenses incurred on acquisition of fixed assets that are not yet ready for their intended use or not put to use as on the Balance sheet date are stated as Capital Work in progress.

155

v Depreciation

a. For the period ended on March 31, 2009, depreciation is provided on the straight line method on all depreciable assets at the rate prescribed in schedule XIV of the Companies Act, 1956 on pro-rata basis except that considering the useful life based on technical evaluation by the management, higher rate than the prescribed rates are applied on a few shuttering items of Machinery @ 30%, on office equipments @ 12.5%, on all vehicles @ 15% and on remaining Plant and Machineries which are acquired on or after 1st October,2005 @ 12.5% .

b. For the period ended on March 31, 2008, depreciation is provided on the straight line

method on all depreciable assets at the rate prescribed in schedule XIV of the Companies Act, 1956 on pro-rata basis except that considering the useful life based on technical evaluation by the management, higher rates are applied on Plant and Machineries @12.5% and on Vehicles @ 15% that have been acquired on or after October 1, 2005.

c. For the period ended on March 31, 2007 and March 31, 2006, depreciation on the Fixed

Assets has been provided on the straight line method in accordance with the Companies Act, 1956 except for the Plant & Machineries acquired on or after October 1, 2005 which are depreciated @ 12.5% instead of 4.75% considering the useful life based on technical evaluation.

d. For the period ended on September 30, 2005, the depreciation on the fixed assets has been

provided on the straight line method in accordance with the Companies Act, 1956

e. Depreciation on addition to assets or on sale/disposal of assets is calculated pro-rata from the date of such addition or up to the date of such sale/disposal as the case may be.

vi Impairment of Assets

The carrying cost of assets is reviewed at each Balance Sheet date to determine whether there is any indication of impairment of assets. If any indication exists, the recoverable value of such assets is estimated. If impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and recognized in compliance with AS – 28.

vii Investments

Investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in nature in the opinion of the management.

viii Retirement Benefits a. Gratuity liability is covered by payment there of to Gratuity fund the Defined Benefit Plan

under Group Gratuity Cash Accumulation Scheme of Life Insurance Corporation of India under irrevocable trust. The Company’s liability towards gratuity are determined on the basis of actuarial valuation done by as an independent actuary.

b. Contribution to Provident Fund and Superannuation Fund, the defined contribution plans as

per the schemes are charged to Profit & Loss Account.

156

c. For the period ended March 31, 2009 and March 31, 2008, provision for Leave encashment liability is made based on Actuarial valuation as at the Balance Sheet date.

d. All other short term employee benefits are recognised as an expense at the undiscounted

amount in the Profit and Loss account of the year in which the related service is rendered. ix Inventories

Construction material, stores and spares are valued at lower of cost or net realizable value. Cost includes cost of purchase and other expenses incurred in bringing inventory to their respective present location and condition. Cost is determined using FIFO method of inventory valuation. Work in progress is valued at lower of cost and net realizable value. In case where work is completed but Running Account bill cannot be raised on client due to contractual conditions, the Work in Progress is valued at contract rates.

x Provision for Taxes a Current Tax:

Tax on Income is determined in accordance with the provisions of Income Tax Act, 1961. b Deferred Tax:

Deferred Tax is recognized, on timing differences, being the difference between the taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. It is calculated using the applicable tax rates and tax laws that have been enacted or substantially enacted as on the Balance Sheet date. Deferred Tax Assets which arises mainly on account of unabsorbed losses or unabsorbed depreciation are recognized and carried forward only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred assets can be realized.

c Fringe Benefit Tax:

Tax on Fringe Benefits is measured at the specified rates on the value of Fringe Benefits in accordance with the provisions of the Section 115WC of the Income Tax Act, 1961.

xi Foreign Currency Transactions

a. Transactions denominated in Foreign Currency are recorded at the exchange rate prevailing at the time of the transaction.

b. In respect of transactions, covered by Forward Exchange Contracts, the difference between

the forward rate and the exchange rate at the date of the transaction is recognized as income or expense over the life of the contract. Any income or expense on account of exchange rate difference either on settlement or on translation is recognized in the Profit and Loss Account.

c. For the period ended on March 31, 2009 and March 31, 2008, assets & liabilities other than

fixed assets remaining unsettled at the end of the year other than covered by forward exchange contract are translated at exchange rate prevailing at the end of the year and the difference is adjusted in the Profit & Loss Account. (Refer Note No. 28)

157

d. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, in respect of liabilities incurred for acquisition of Fixed Assets, the exchange gain or loss between forward contract rate and exchange rate at the date of transaction is adjusted to the carrying cost of the fixed assets.

xii Borrowing Costs

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as a part of the cost of such assets. A qualifying asset is one that takes necessarily substantial period of time to get ready for its intended use. All other Borrowing Costs are charged to revenue.

xiii Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and that probability requires an outflow of resources.

A disclosure for contingent liability is meant when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no disclosure is made.

xiv Accounting for Project Mobilisation expenses

Expenditure incurred on mobilisation and creation of facilities for site is written off in proportion to work done at respective sites so as to absorb such expenditure during the tenure of the contract.

xv Other Accounting Policies

Accounting Policies not specifically referred to are consistent with the Indian Generally Accepted Accounting Practices (“Indian GAAP”).

158

Notes forming part of Accounts: 2. Contingent Liabilities in respect of :

(Rs. Lakhs)

Particulars As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 A Bank Guarantees

(Refer Note no. 3) 63.54 13.50 3.20 3.20 3.20

B Guarantee given in respect of financial assistance & performance in favour of Subsidiary Company to bank & others.

151.07 151.07 151.07 79.10 79.10

C Guarantee given in respect of performance of contracts of Joint Venture entities in which company is one of the member.

14219.07 17881.27 6299.47 - -

D Claims against the Company not acknowledged as debts. (Refer note 1 & 2)

a) In respect of suits filed against the company by suppliers/ sub-contractors/ Others

1516.79 882.31 84.88 504.19 504.77

b) In respect of Legal notices issued against the company by suppliers/ sub-contractors

78.77 35.14 37.79 32.10 31.80

E Sales Tax, Service Tax and Royalty disputes

2053.55 1352.65 426.90 - -

Note: 1. For the period ended on March 31, 2009 and March 31, 2008, in case where the Company has

raised claims on clients against which counter claims have been raised by clients, the excess of counter claims raised by client over the amount of claims raised by the Company are only considered in the above figures.

2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005 claim against

the Company does not include amount of claims raised by way of counter claims by the clients against the claim raised by the Company.

159

3. Accounting Standard 29- ‘Provisions, Contingent Liabilities and Contingent Assets’ became

effective from April 1, 2004, Bank Guarantees other than performance guarantees and bid guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to performance guarantees and bid guarantees, the outflow of resources is considered remote by the management and therefore the same are not required to be disclosed in other years / periods.

3. Estimates of Contracts remaining to be executed on Capital Account

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005

Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net-off advances)

9.06 1087.40 190.00 486.90 41.43

4. Remuneration to Managerial Personnel

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year

ended on March

31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005 Salaries 54.00 89.10 89.10 37.80 60.55Contribution to Provident Fund and Superannuation Fund

6.48 11.07 11.07 4.20 7.24

Perquisites 1.66 1.72 1.51 0.30 1.60Commission on Profit 105.88 97.29 53.22 - -

5. Computation of Managerial Commission

Computation of Net Profit in accordance with Section 198(1) & 349 of the Companies Act, 1956

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year

ended on March

31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005 Profit Before Tax as per Profit & Loss A/c

5194.87 4769.38 2528.82 - -

Add: Loss on sale of Assets / Assets Lost

102.38 95.96 121.15 - -

Add: Managing and Whole time Director's remuneration &

168.02 199.18 154.90 - -

160

commission

Less: Employee Benefits debited to General Reserves

- 67.69 - - -

Less: Profit on sale of Assets

65.24 35.16 5.74 - -

Net Profit before Managerial Remuneration

5400.03 4961.67 2799.13 - -

Less: Managerial Commission

105.88 97.29 53.22 - -

Net Profit as per section 198 of the Companies Act, 1956

5294.15 4864.38 2745.91 - -

Aggregate of Commission @ 1% each of Net Profit to Mr. Hemant Modi and Mr. Suhas Joshi

105.88 97.29 53.22 - -

Note:- For the period ended on March 31, 2006 and September 30, 2005 since no commission was payable to Directors, computation is not given.

6. Payment to Auditors (Rs. Lakhs)

Particulars For the year ended on March 31, 2009

For the year

ended on March

31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005 Audit Fees 20.96 16.85 5.61 3.99 4.96Taxation matters 5.76 3.90 3.70 4.15 6.37Company Law matters

1.65 - - - -

For Certification and Other Services

5.92 3.43 4.30 0.19 0.36

Reimbursement of Expenses

1.70 1.28 0.22 0.51 0.46

7. Deferred Tax Liabilities / (Assets)

(Rs. Lakhs) Particulars As at

March 31, 2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Deferred Tax Liabilities

Depreciation 1179.95 1197.29 995.51 938.52 978.92(A) 1179.95 1197.29 995.51 938.52 978.92Deferred Tax Assets

161

Unabsorbed Depreciation

- - - 383.33 383.33

Business Loss to be carried forward to next period

- - - 575.79 691.33

Others 409.94 57.72 162.51 - -

(B) 409.94 57.72 162.51 959.12 1074.66

Net Deferred Tax Liabilities/(Assets): (A-B)

770.01 1139.57 833.00 (20.60) (95.74)

Recognition of Deferred Tax Asset for Unabsorbed Depreciation and Business Loss to be carried forward For the period ending March 31, 2006 and September 30, 2005, Deferred Tax Assets has been recognised in respect of unabsorbed depreciation and business loss incurred during the year. Considering the current order backlog, the management of the Company expects reasonable certainty of earning.

Change in Tax rates For the period ending September 30, 2005 net deferred tax liability recognized in earlier periods have been written back in the current period by Rs 32.83 Lakhs due to decrease in tax rate from 35.875 % to 33.660%. The resulting decrease in net deferred tax liability is credited to the Profit & Loss Account.

8. RELATED PARTY DISCLOSURE

(A) Particulars of Subsidiary / Joint Ventures / Associate Companies / Associate Firm

(1) JMC Mining and Quarries Ltd. - Wholly Owned Subsidiary Company

(2) JMC – MSKE JV - Joint Venture (3) Aggrawal – JMC JV - Joint Venture (4) JMC – Sadbhav JV - Joint Venture (5) JMC – Taher Ali JV - Joint Venture (6) JMC – PPPL JV - Joint Venture (7) JMC-Tantia JV - Joint Venture (8) JMC – Associated JV - Joint Venture (9) Kalpataru Power Transmission Ltd. - Holding Company

(w.e.f February 6, 2007) (10) JMC Infrastructure Ltd. - Associate Company (11) SAI Consulting Engineers Private Ltd. (Formerly known as Sheladia Associates & Consultants (India) Pvt. Ltd.)

- Associate Company

162

(12) JMC Consultants & Developers Pvt. Ltd. - Associate Company (13) J M Construction - Associate Firm

(B) Key Management Personnel (KMP)

Name of KMP Nature of Relationship (1) Mr. Hemant Modi - Vice Chairman & Managing

Director (2) Mr. Suhas Joshi - Managing Director (3) Mr. M. D. Khattar (up to March 31, 2008)

- Managing Director

(4) Mr. Deval Shah (up to January 30, 2006)

- Director

(C) Relatives of Key Management Personnel (RKMP)

Name of RKMP Nature of Relationship (1) Late Mr. I. K. Modi - Father of Mr. Hemant Modi (2) Mrs. Suverna I. Modi - Mother of Mr. Hemant Modi (3) Mrs. Sonal H. Modi - Wife of Mr. Hemant Modi (4) Mrs. Madhuri Joshi - Wife of Mr. Suhas Joshi (5) Late Mrs. Malti Joshi - Mother of Mr. Suhas Joshi (6) Ms. Ami H. Modi - Daughter of Mr. Hemant Modi

Following are the Transactions undertaken with related parties: Subsidiary Company

(Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials / Assets (Inclusive of Transportation Charges)

250.31 148.75 136.98 67.84 280.48

2 Rent Received - - 2.76 7.65 26.403 Rent Paid - - 4.68 - -4 Guarantees Given 151.07 151.07 151.07 79.10 79.105 Outstanding balance

included in Loans (Assets) - 18.60 - - -

6 Outstanding balance included in Current Liabilities

24.40 - 8.32 35.16 23.23

163

Holding Company of JMC Projects (India) Ltd. (Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets 60.44 1185.09 2521.00 - -2 Rent Received 0.69 0.76 - - -3 Rent Paid 72.43 60.50 57.31 - -4 Reimbursement of expenses

(Paid) 17.06 128.87 16.51 - -

5 Loans / deposits received during the year / period

5000.00 1150.00 1230.00 - -

6 Loans / deposits given / repaid during the year / period

5201.56 1389.30 1701.89 - -

7 Outstanding balance included in Debtors

- 0.61 - - -

8 Outstanding balance included in Unsecured Loans

- 15.97 239.30 - -

9 Outstanding balance included in Current Liabilities

18.20 377.54 490.54 - -

10 Interest paid 196.74 20.11 50.67 - -11 Dividend Paid 322.68 135.60 - - -

Key Management Personnel & Relatives of Key Management Personnel

(Rs. Lakhs) Sr. No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Managerial Remuneration

168.02 199.18 154.90 42.30 69.39

2 Loans / deposits received during the year / period

- - 60.64 - 524.81

3 Loans / deposits given / repaid during the year / period

- 39.75 510.85 41.26 100.49

4 Outstanding balance included in Unsecured Loans

- - 39.75 489.96 531.22

5 Fixed Deposits matured and renewed during the year / period

- 1.00 3.75 2.75 3.75

6 Fixed deposits repaid during the period / year

1.00 - - - 6.00

7 Interest paid - 0.28 0.42 0.17 0.77

164

8 Dividend paid 27.47 10.80 - - - Joint Ventures, Associate Companies and Associate Firm

(Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets

72.53 20.90 1.43 - -

2 Contract Revenue Received

24573.12 16350.91 7106.40 124.79 -

3 Contract Charges Paid - - - - 60.194 Sale of Materials - - - 11.96 -5 Income earned on Services

rendered - - 60.00 33.05 0.74

6 Rent / Professional fees Paid

41.58 46.41 61.36 47.12 70.20

7 Reimbursement of Expenses (Received)

- - 4.65 - -

8 Loans / deposits received during the year / period

- - - 674.64 1649.00

9 Loans / deposit given / repaid during the year / period

- 30.90 - 672.36 997.00

10 Outstanding balance included in Debtors

5443.95 3049.58 1214.29 122.15 13.68

11 Outstanding balance included in Loans (Assets)

415.76 185.68 72.96 25.96 19.24

12 Outstanding balance included in Unsecured Loans

- - - 660.52 658.24

13 Outstanding balance included in Current Liabilities

1979.43 5165.86 1953.70 2107.94 6.59

14 Interest income 11.22 9.11 2.80 - - 15 Interest paid - - - 44.84 62.69 16 Share of Profit in Joint

Venture 296.43 90.52 - - -

17 Share of loss in Joint Venture

147.38 12.43 11.26 0.15 1.88

9. Disclosure as per Accounting Standard 7- ‘Construction Contracts’

(Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005

165

(1) Amount of contract revenue recognised as revenue in the period / year

130898.53 91498.18 50021.29 14199.62 35023.75

(2) Disclosure in respect of contracts in progress at the reporting date ( Refer Note 1)

(a) Contract costs incurred and recognised profit less recognised losses up to the reporting date

274625.68 114316.93 41718.95 15912.92 14116.19

(b) Advances received 12215.14 10951.26 9067.04 4561.39 2040.34(c) Retention amount 6964.60 5431.45 1669.82 842.84 406.91(3) Amount Due from

Customer for Contract Work

1339.75 1531.21 697.63 317.14 305.74

Note:- 1. The information in point no. (2) above is provided only in respect of contracts received on or

after April 01, 2003 and remained incomplete on Balance Sheet date. 2. The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and

September 30, 2005 is included to bring it in line with the information for the period ended on March 31, 2009.

10. Lease Transactions

The Company's significant leasing/licensing arrangements are mainly in respect of residential/office premises and equipments (operating lease). The aggregate lease rental payable on these leasing arrangements and hire charges are charged as Rent & Hire charges as mentioned below.

(Rs. Lakhs)

Particulars For the year ended on March 31, 2009

For the year

ended on March

31, 2008

For the year ended on March 31, 2007

For the 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Rent & Hire Charges 907.70 572.75 230.65 117.92 152.54

These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent on mutually agreeable terms. Future lease rentals payable in respect of assets on lease for not later than 1 years and for later than 1 year but not later than 5 years is as follows:

(Rs. Lakhs)

Future minimum lease payments under

As at March 31,

As at March

As at March

As at March

As at September

166

cancelable / non - cancelable Operating

Lease

2009 31, 2008 31, 2007 31, 2006 30, 2005

a. Not later than one year 0.00 5.94 7.76 - -b. Later than one year and

not later than 5 years 1301.03 367.50 13.30 39.30 21.78

11. Segmental Reporting

The Management of the Company recognizes and monitors "Construction" as the only business segment.

12. Quantitative Particulars

For the period ended on March 31, 2009 and March 31, 2008, as the RCC pipes manufactured in the plant, are being used for captive consumption of the Company in its construction activities only and since the Company is engaged in construction business, the provisions of Para 3 of Part II of Schedule VI of the Companies Act, 1956 regarding quantitative details, are not applicable.

For the period ended on March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and September 30, 2005, since the Company is engaged in construction activity, the provisions of Para 3 of Part II of Schedule VI of the Companies Act, 1956 regarding quantitative details, are not applicable to the Company.

13. Joint Ventures

For the Year ended on March 31, 2009

The Company has entered into consortium Joint Venture named JMC-Associated JV, JMC-Tantia JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, GIL-JMC JV under work sharing arrangement. The revenue for work done is accounted in accordance with the accounting policy followed by the Company as that of independent contractor to the extent work is executed. In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint Venture entities are accounted as income for the work done. The share of profit / loss in Joint Venture entities has been accounted for and the same is reflected as investments or current liabilities in books of the Company.

The list of Joint Venture entities:

Name of the Joint Venture Name of the Joint Venture

Member Method of Accounting

Share of Interest

Aggrawal - JMC JV Dineshchandra Aggrawal Infracon Pvt. Ltd.

Percentage of Completion

50%

JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of Completion

50.50%

167

Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the Company in its Joint Venture entities.

(Rs. Lakhs) Aggarwal - JMC JV JMC - Sadbhav JV Particulars For the year ended

on March 31, 2009 For the year ended on March 31, 2009

% of Holding 50.00% 50.50% Assets 2161.90 967.10 Liabilities 2016.40 1047.76 Income 8961.32 425.55 Expenditure 8845.04 499.97

For the Year ended on March 31, 2008

The Company has entered into consortium Joint Venture named JMC-Associated JV, JMC-Tantia JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, GIL-JMC JV under work sharing arrangement. The revenue for work done is accounted in accordance with the accounting policy followed by the Company as that of independent contractor to the extent work is executed.

In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint Venture entities are accounted as income for the work done. The share of profit / loss in Joint Venture entities has been accounted for and the same is reflected as investments or current liabilities in books of the Company. The list of Joint Venture entities

Name of the Joint Venture

Name of Joint Venture Member

Method of Accounting

Share of Interest

Aggrawal – JMC JV Dineshchandra Aggrawal Infracon Pvt. Ltd.

Percentage of Completion

50%

JMC – Sadbhav JV Sadbhav Engineering Ltd.

Percentage of Completion

50.50%

Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the Company in its Joint Venture entities. (Rs.Lakhs) Particulars Aggarwal - JMC JV JMC - Sadbhav JV

For the year ended on March 31, 2008

For the year ended on March 31, 2008

% of Holding 50.00% 50.50% Assets 1284.30 994.40 Liabilities 1265.90 1000.70 Income 7757.60 169.50 Expenditure 7633.00 175.70

168

For the Year ended on March 31, 2007

The Company has entered into joint venture with Associated Environmental Engineers Pvt. Ltd. in respect of execution of a contract. The Company's share of interest in the Joint Venture is 51%. The Joint Venture has no independent assets and liabilities except for Trade Receivables from client and Payables to the venture partners in respect of work executed by them in their respective capacities. Due to non-availability of the site by the client, the work was suspended for more than 3 years. As there was no transaction for this project during last two accounting periods, no share of Profit /(Loss) for the period is considered in the financial statement. The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal Infracon Pvt. Ltd. for the execution of the road project awarded by the NHAI. For the financial year 2005-06, there was a loss in the joint venture entity named Aggrawal-JMC JV. As the accounts of the joint venture for the financial year 2005-06 was not finalized till finalization of accounts for the period ended March 31, 2006, the share of loss to the extent of Rs. 11.26 lakhs was considered in the financial statement of JMC Projects (India) Ltd. in the financial year 2006-07. Further, proportionate consolidation was also not considered as jointly controlled entity was formed with a view to subsequent disposal in near future. Considering the size and facts stated, it falls in the exceptions for proportionate consolidation as per Para 29 of Accounting Standard 27- ‘Financial Reporting of Interests in Joint Ventures’. For the 6 months ended on March 31, 2006

The Company has entered into joint venture with Associated Environmental Engineers Pvt. Ltd. in respect of execution of a contract. The Company's share of interest in the Joint Venture is 51%. The Joint Venture has no independent assets and liabilities except for Trade receivables from client and Payables to the venture partners in respect of work executed by them in their respective capacities. The Company has recognized share of loss in JV Firm to the extent of 51 % i.e. Rs. 0.15 Lakhs during 6 months ended on March 31,2006.The cumulative loss incurred by the JV Firm upto F.Y.2004-05 of Rs. 2.15 Lakhs is considered in Financial statement of JMC Projects ( India ) Ltd up to March 31, 2006. Due to non-availability of the site by the client, the work was suspended for more than 2 years. The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal Infracon Pvt. Ltd. for the execution of the road project awarded by the NHAI. The Company’s share of profit / (loss) in the Joint Venture is 50%. No share of profit / (loss) for the period is considered in the financial statement. Further, proportionate consolidation was also not considered as jointly controlled entity was formed with a view to subsequent disposal in near future. Considering the size and facts stated, it falls in the exceptions for proportionate consolidation as per Para 29 of Accounting Standard 27- ‘Financial Reporting of Interests in Joint Ventures’.

169

14. The disclosure in respect of Provision for Defect Liability Period Expenses is as under:

(Rs. Lakhs) For the

year ended on March 31, 2009

For the year

ended on March

31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Carrying amount at the beginning

1267.05 679.94 338.64 261.04 0.00

Add : Provision during the period

980.85 687.01 376.92 105.40 264.68

Less : Reversal of Provision

181.85 74.90 20.43 13.00 0.00

Less : Utilisation during the year

28.47 25.00 15.19 14.80 3.65

Carrying amount at the end

2037.58 1267.05 679.94 338.64 261.04

15. Additional information pursuant to the provision of Part II Schedule VI of the Companies Act, 1956.

(Rs. Lakhs)

Particulars For the year ended on March 31, 2009

For the year

ended on March

31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005 A. Value of imports

Calculation on CIF Basis :

- Capital Goods 930.86 770.99 70.24 4.40 46.62 -Materials 2017.06 1519.79 - 60.40 54.48B. Expenditure in Foreign

Currencies

- Subscription - - - - - - Traveling - 11.38 3.15 0.50 2.33 - Interest 133.36 138.22 186.19 118.20 283.14

Note: The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and September 30, 2005 is included to bring it in line with the information for the period ended on March 31, 2009.

16. For the period ended on March 31, 2009 and March 31, 2008, Provision of Income Tax is made

after considering depreciation, deduction and allowances allowable under Income Tax Regulations.

For the period ended on March 31, 2007, the Company has made Provisions for Minimum Alternate Tax (MAT) of Rs.113.10 lakhs. Considering the future expected benefits, the

170

Company has recognised Rs.80.60 lakhs as MAT entitlement credit representing excess of MAT provision over current tax.

Since there is no taxable income and tax liability due to loss or carried forward allowances for the period ended on March 31, 2006 and September 31, 2005, no provision for Income Tax was required to be made in the books of accounts.

17. In the opinion of the management, the balances shown under sundry debtors & loans &

advances have approximately the same realisable value as shown in accounts. 18. The Management is of the opinion that as on the Balance sheet date, there are no indications of a

material impairment loss on Fixed Assets. Hence, the need to provide for impairment loss does not arise.

19. Retirement Benefits

A. Defined contribution plan

The Company made contribution towards Provident Fund and Superannuation fund to Defined Contribution Retirement Benefit Plans for qualifying employees. The Provident Fund Plan is operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the LIC. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the Retirement Benefit Schemes to fund the benefits.

B. Defined benefit plan

The Company made annual contributions to the Employee's Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service costs were measured using the projected unit credit method as per Actuarial valuation carried out at Balance Sheet date. The following table sets out the funded status of the Gratuity Plan and the amount recognised by the Company's financial statements as at March 31, 2009.

Particulars Rs. Lakhs 2008-09 I Change in benefit obligations: Projected benefit obligation, beginning of the year 299.50 Service cost 105.22 Interest cost 23.96 Actuarial gain (51.65) Benefits paid (9.98)

171

II Projected benefit obligation, end of the year 367.05 Change in plan assets

Fair value of plan assets, at the beginning of the year 95.98

Expected return on plan assets 7.68 Employer's contribution 85.86 Benefit paid (9.98) Actuarial gain 8.52 III Fair value of plan assets, end of the year 188.07 Net gratuity cost for the year ended Service cost 105.22 Interest of defined benefit obligation 23.96 Expected return on plan assets (7.68) Net actuarial gain recognised in the year (60.17) IV Net gratuity cost 61.33 Actual Return on plan assets 16.20

Assumption used in accounting for the gratuity plan:

Discount rate 8.00 % Salary Escalation rate 7.00 % Expected rate of return on plan assets 8.00 % V Amount recognised in the Balance Sheet Liability at the end of the year 367.05 Fair Value of Plan Assets at the end of year 188.07 Amount to be recognised in Balance Sheet 178.98 Less : Paid to LIC on March 31, 2009 0.00 Amount as liability in Balance Sheet 178.98 VI Transitional Liability

As per Accounting Standard 15 Transitional liability as on April 1, 2008 areas comes as under

Obligation as on April 1, 2008 0.00 Less Value of plan assets as on April 1, 2008 0.00

Balance Transitional Gratuity liability as on April 1, 2008

0.00

Transitional Gratuity liability net of tax charge to General Reserve

0.00

Since Accounting Standard 15 - ‘Employee Benefits (Revised 2005)’ came into effect from April, 2007. Hence, no disclosure is provided for the period ended on March 31, 2007, March 31, 2006 and September 30, 2005.

20. Employees Stock Option

The Company implemented the ‘Employee Stock Option Scheme 2007’ (ESOP) pursuant to the resolution passed by the members at the Annual General Meeting held on July 13, 2007. The

172

Company granted 6,00,000 Employee Stock Options exercisable into 6,00,000 Equity Shares of Rs. 10/- each, to eligible employees at a price of Rs. 217/- per share being 20% discount on the market price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of Remuneration Committee duly authorized, in which the ESOP were granted. Such discount of Rs.55/- per share on 6,00,000 Equity Shares aggregating to Rs.330 Lakhs is amortised in 48 months on straight line basis as per the Accounting Policy prescribed by SEBI under “Employee Stock Option Scheme and Employee Stock Purchase Scheme” Guidelines, 1999 and consequential sum of Rs. 55 Lakhs and Rs. 58.86 Lakhs for the period ended on March 31, 2008 and March 31, 2009 respectively charged to the Profit & Loss Account. The options would vest after a period of one year but not later than five years from the date of grant.

The details of activity under ESOP have been summarized below:

Sr. No.

Particulars Number of Options

2008 – 09 2007 – 08 A Outstanding at the beginning of the year 5,95,000 0B Add: Granted during the year 0 6,00,000C Less: Forfeited during the year 0 0D Less: Exercised during the year 0 0E Less: Expired during the year 98,137 5,000F Outstanding at the end of the year 4,96,863 5,95,000G Unvested at the end of the year 4,12,859 5,95,000H Exercisable at the end of the year 84,004 0I Weighted average fair value for each options granted on the

date of grant (Rs.) 126.57 126.57

Since Employee Stock Option was not in existence during period ended on March 31, 2007, March 31, 2006 and September 30, 2005, no such disclosure is applicable.

21. Micro & Small Enterprises

The Management has initiated the process of identifying enterprises which have provided goods & services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the financials statements based on information received and such amount outstanding as on March 31, 2008 and March 31, 2009 from Micro and Small Enterprises is Nil in both the years. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

Micro, Small and Medium Enterprises Development Act, 2006 was not in existence during period ended on March 31, 2006 and September 30, 2005, no such disclosure is provided.

22. Compliance of clause 32 of Listing Agreement

The Company has given loan to JMC Infrastructure Ltd., an associate, having no repayment schedule and outstanding balance are as under:-

173

(Rs. Lakhs)

Particulars As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Outstanding Balances included in Loans & Advances.

120.50 96.90 63.45 14.33 15.24

Note: The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and September 30, 2005 is included to bring it in line with the information for the period ended on March 31, 2009.

23. Interest Income comprises of :

(Rs. Lakhs) Particulars For the

Year ended on

March 31, 2009

For the Year

ended on March

31, 2008

For the Year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005 Margin money with banks 65.15 171.26 83.70 22.98 35.58Loans to Associate 11.22 9.11 2.80 - -Client's Account 5.21 13.43 3.63 2.13 2.99Others 48.08 21.63 3.86 6.33 11.52TOTAL 129.66 215.43 93.99 31.44 50.09

Note: The information for the period ended on March 31,2008, March 31,2007, March 31,2006 and September 30,2005 is included to bring it in line with the information for the period ended on March 31,2009.

24. Earnings Per Share

Particulars For the year

ended on March

31, 2009

For the year

ended on March

31, 2008

For the year

ended on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005 a. Profit / (Loss) for

calculation of Basic EPS (Rs. Lakhs)

3498.87 2928.58 1605.47 131.49 (1156.98)

b. Weighted average number of Equity Shares used in computing Basic EPS

18140290 18140290 14695932 12081030 6756321

c. EPS (Basic) (Rs.) (a/b)

19.29 16.14 10.92 1.09 (17.12)

174

d. Profit / (Loss) for calculation of Diluted EPS (Rs. Lakhs)

3498.87 3071.59 1605.47 131.49 (1156.98)

e. Weighted average number of Equity Shares used in computing Diluted EPS

18140290 19364256 14695932 12081030 6756321

f. EPS (Diluted) (Rs.) (d/e)

19.29 15.86 10.92 1.09 (17.12)

(iv) On September 09, 2005, Company had issued an allotted 46,46,493 detachable warrants

simultaneously with the equity shares to the shareholders on Right basis. These warrants were convertible into equity share in the ratio of 1 equity share for 2 warrants at the option of the holders from September 09. 2006 till March 08, 2007 at a price which is at a discount of 10% to the average daily closing market price of the shares during the 3 calendar months immediately preceding the month in which the warrant conversion is exercised.

As there is no fixed exercised price of said warrants and the same as explained, is at average fair value, they are assumed to be neither dilutive nor anti dilutive and therefore the calculation as to dilutive EPS is not applicable under Accounting Standard 20- ‘Earnings Per Share’.

(v) The positions and explanations are the same as in (i) above for such options as on period

ended March 31, 2006 and therefore they are assumed to be neither dilutive nor anti dilutive and therefore under Accounting Standard 20- ‘Earnings Per Share’ the calculation as to dilutive EPS is not applicable.

(vi) During the financial year 2008-09, as per the terms of the issue, the Optionally Convertible

Preference Share (OCPS) holders had an option to convert the OCPS into Equity Shares before December 11, 2008. However, none of the holders exercised this option and the same has been converted into 6% Non Cumulative Redeemable Preference Shares on December 11, 2008. There being no option available on March 31 2009, the question of dilution under Accounting Standard – 20 “Earning Per Share” for OCPS does not arise and the Option available under ESOP coming to anti dilution, the diluted EPS remains same as basic EPS.

25. Depreciation

For the period ended on March 31, 2009, the Company has charged the rates of depreciation on some of Office Equipments from 4.75% and 6.33% to 12.50% considering the useful life based on technical evaluation by the management. Due to this the Company has charged additional depreciation of Rs. 8.90 Lakhs to the Profit & Loss Account of the current year and consequently the Profit for the year is lower to that extent.

For the period ended on March 31, 2008, the Company has changed the rates of depreciation on vehicles / heavy vehicles from 9.5% to 15% and on the roofing sheets from 6.33% to 12.5% as applicable to general plant & machinery considering the useful life based on technical evaluation by the management. Due to this the Company has charged additional depreciation of Rs. 60.70 lakhs in the Profit & Loss Account of the financial year 2007-08 and consequently the profit for the year is lower to that extent.

175

For the period ended on March 31, 2006, the Company has revised estimated useful life of new plant and machineries and has started charging depreciation at the accelerated rate on such assets purchased during the period. This has resulted into additional depreciation charge of Rs.8.33 lakhs and the profit for the period is reduced to that extent. For the period ended on September 30, 2005, the depreciation on the tangible assets has been provided at the rates and in the manner prescribed in schedule XIV of the Companies Act, 1956 on straight line basis.

26. The Company had allotted 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of Rs.202/- each on June 11, 2007 to the promoters on preferential basis with an option to convert the same into Equity Share of Rs.10/- each at a premium of Rs. 192/- per share before December 11, 2008. As the holders of these OCPS did not exercise their option before December 11, 2008, the OCPS has been converted into 6% Non Cumulative Redeemable Preference Shares (NCPS) of Rs. 202/- each on December 11, 2008.

27. During the period ended September, 2005, the Company has issued and allotted 69,69,825 fully paid Equity Shares of Rs. 10/- each for cash at a premium of Rs. 35/- per Equity Share at an issue price of Rs. 45/- per Equity Share aggregating to Rs. 3136.42 lakhs on right basis along with detachable warrants. The utilisation of the fund raised through Right Issue upto March 31, 2006 is as under :

(Rs. Lakhs)

Particulars Proposed Actual New office Premises 165.00 164.32 Purchase of Capital Equipments 900.00 634.15 Repayment of Debts 1035.00 1038.54 Reduction in working capital 985.00 981.46 Issue Expenses 51.42 39.68 Unutilised Balance Balance in Cash Credit Account with banks 278.27 Total 3136.42 3136.42

28. Pursuant to the retrospective amendment (with effect from December 7, 2006) to the Accounting

standard (AS 11) on "Effects of Changes in foreign exchange rates" vide GSR notification 225 (E) dated March 31, 2009, the Company has capitalised the exchange rate variation of Rs. 91.52 Lakhs for the current year and the impact of depreciation thereon being Rs. 4.16 Lakhs has been charged to the Profit and Loss Account of the current year. The Company has also capitalised the exchange variation loss of Rs. 5.32 Lakhs for the financial year 2007-08 and the corresponding adjustment has been given in General Reserve. Depreciation on fixed assets relating to above amounting to Rs. 0.66 Lakhs has also been charged to current year's Profit and Loss Account.

29. Share Warrants

The Company had allotted 46,46,493 detachable warrants on September 9, 2005 to the shareholders pursuant to the Rights Issue of the Company vide its Letter of Offer dated June 20, 2005. These warrants were optionally exercisable by the warrant holders for a period of six months starting from September 9, 2006 to March 10, 2007.

176

Out of the above warrants, 3,754,730 warrants were converted into 1,877,365 Equity Shares of Rs. 10/- during the exercise period. At the end of the exercise period there were 891763 unexercised warrants which lapsed.

30. Audited statement of accounts ended on September 30, 2005 and March 31, 2006 being for 18

months and 6 months respectively, the word "period ended" is used instead of year and/ or period.

31. Previous year figures have been regrouped and/or rearranged wherever considered necessary.

32. For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as

base and corresponding changes are made in the other years/periods, wherever necessary.

177

ANNEXURE V

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF CAPITALISATION

(Rs. Lakhs) Particulars Pre-Issue as at

March 31, 2009 Post – Issue

Borrowings Short - term debt 12627.64 12627.64Long - term debt 7016.19 7016.19Total Debts 19643.82 19643.82 Shareholders' Funds Share Capital Equity Share Capital 1814.03 2176.84Preference Share Capital 2525.00 NILReserves and Surplus 16015.60 19643.66Less: Profit & Loss Account (Debit Balance) - - Miscellaneous Expenditure to the extent not written off 159.41 159.41Total Shareholders Funds 20195.22 21661.09 Long Term Debt / Equity Ratio 0.40 0.32

Note: Debt exceeding 12 months is considered as long term debt. Long term debt / Equity ratio = Long term debt / (Equity share capital (+) Reserves and

Surplus (-) Miscellaneous expenditure to the extent not written off)

178

ANNEXURE VI

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF ACCOUNTING RATIOS, AS RESTATED (Rs. Lakhs)

ACCOUNTING RATIO

For the year ended March 31, 2009

For the year ended March 31, 2008

For the year ended March 31, 2007

For the 6 months ended March 31, 2006

For the 18 months ended September 30, 2005

Earnings Per Share - Basic

Profit / (Loss) for calculation of Basic EPS (Rs. Lakhs)

(A) 3498.87 2928.58 1605.47 131.49 (1156.98)

Weighted average number of Equity Shares outstanding during the period

(B) 18140290 18140290 14695932 12081030 6756321

Basic Earnings Per Share (Rs.)

(A/B) 19.29 16.14 10.92 1.09 (17.12)

Earnings Per Share - Diluted

Profit / (Loss) for calculation of Diluted EPS (Rs. Lakhs)

(C) 3498.87 3071.59 1605.47 131.49 (1156.98)

Weighted average number of Equity Shares outstanding during the period

(D) 18140290 19364256 14695932 12081030 6756321

Diluted Earnings Per Share (Rs.)

(C/D) 19.29 15.86 10.92 1.09 (17.12)

Net Profit (Rs.) (E) 3676.11 3071.59 1605.47 131.49 (1156.98)Net Worth (Rs.) (F) 20195.22 17053.54 12371.18 3722.49 3590.99Return on Net Worth (%)

(E/F) 18.20 18.01 12.98 3.53 (32.22)

No. of Equity Shares Outstanding at the end of the period

(G) 18140290 18140290 18140290 11616375 11616375

Net Asset Value Per Share (Rs.)

(F/G) 111.33 94.01 68.20 32.05 30.91

DEFINITIONS:

EPS = Net profit after tax, as restated, attributable to equity shareholders Weighted average number of Equity Shares outstanding during the period Return on Net Worth = Net profit after tax, as restated X 100 Net Worth as restated at the end of the period Net Asset Value per Share = Net Worth, as restated, at the end of the period Number of Equity Shares outstanding at the end of the period

179

ANNEXURE VII

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF DIVIDEND DECLARED

For the year ended March 31, 2009

For the year ended March 31, 2008

For the year ended March 31, 2007

For the 6 months ended March 31, 2006

For the 18 months ended September 30, 2005

Equity Shares (Nos.) 18140290 18140290 18140290 11616375 4646550Face Value (Rupees) 10 10 10 10 10Paid up value per share (Rupees)

10 10 10 10 10

Rate of Dividend ( % ) 20 20 10 - -Total amount of Dividend on Equity shares (Rs. Lakhs)

362.81 362.81 181.40

Tax on Dividend (Rs. Lakhs) 61.66 61.66 30.83 - -Preference Shares (Nos.) 1250000 1250000 - - -Face value ( Rupees) 202 202 - - -Paid up value per share (Rupees)

202 202 - - -

Rate of Dividend ( % ) 6 6 - - -Total amount of Dividend on Preference Shares (Rs. Lakhs)

151.50 122.24 - - -

Tax on Dividend (Rs. Lakhs) 25.75 20.77 - - -

180

ANNEXURE VIII

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF OTHER INCOME, AS RESTATED (Rs. Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the year ended on March 31, 2007

For the 6 months ended on March 31, 2006

For the 18 months ended on September 30, 2005

Profit Before Tax 5194.87 4769.38 2528.82 224.81 (1773.89)20% of Net Profit Before Tax

1038.97 953.88 505.76 44.96 (354.78)

Other Income for the Year

1045.84 564.16 173.45 131.40 468.12

Other Income Details Recurring, From Business Activities

Miscellaneous receipts 356.06 121.38 26.42 53.45 103.93 Share of profit in J V 296.43 90.52 - - -Rentals on Machineries 0.69 0.76 2.96 41.60 127.52 Insurance Claim 128.05 113.01 20.32 - -Subtotal 781.23 325.67 49.70 95.05 231.45 Non Recurring, From Business Activities

Profit on Sale of Assets (Net)

13.43 - - - 186.17

Bad debts recovered - 4.13 - - -Liabilities Written Back 121.36 15.52 29.55 4.91 -Subtotal 134.79 19.65 29.55 4.91 186.17 Income from Investment Activities

Dividend 0.17 3.41 0.21 - 0.41 Interest 129.66 215.43 93.99 31.44 50.09 Subtotal 129.83 218.84 94.20 31.44 50.50 Total Other Income 1045.84 564.16 173.45 131.40 468.12

181

ANNEXURE IX

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF CONTINGENT LIABILITIES, AS RESTATED (Rs. Lakhs)

Particulars As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

A Bank Guarantees (Refer Note no. 3)

63.54 13.50 3.20 3.20 3.20

B Guarantee given in respect of financial assistance & performance in favour of Subsidiary Company to bank & others.

151.07 151.07 151.07 79.10 79.10

C Guarantee given in respect of performance of contracts of Joint Venture entities in which company is one of the members.

14219.07 17881.27 6299.47 0.00 0.00

D Claims against the Company not acknowledged as debts. (Refer note 1 & 2)

a) In respect of suits filed against the company by suppliers/ sub-contractors/ Others

1516.79 882.31 84.88 504.19 504.77

b) In respect of Legal notices issued against the company by suppliers/ sub-contractors

78.77 35.14 37.79 32.10 31.80

E Sales Tax, Service Tax and Royalty disputes

2053.55 1352.65 426.90 0.00 0.00

Total 18082.79 20315.94 7003.31 618.59 618.87 Note:

1. For the period ended on March 31, 2009 and March 31, 2008, in case where the Company has raised claims on clients against which counter claims have been raised by the clients, excess of counter claims raised by the client over the amount of claims raised by the Company are only considered in the above figures.

2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, claim against

the Company does not include amount of claims raised by way of counter claims by the clients against the claim raised by the Company.

182

3. Accounting Standard 29- ‘Provisions, Contingent Liabilities and Contingent Assets’ became

effective from April 1, 2004. Bank Guarantees other than performance guarantees and bid guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to performance guarantees and bid guarantees, the outflow of resources is considered remote by the management and therefore the same are not required to be disclosed in other periods

183

ANNEXURE X

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF UNSECURED LOANS, AS RESTATED Name of the Lender Balance as

at March 31, 2009 (Rs. Lakhs)

Rate of Interest

Repayment Schedule

FIXED DEPOSITS Fixed Deposits – Public/Share holders 160.41 8% - 9.50% Within 1 Year Sub Total 160.41 SHORT TERM LOAN Commercial Paper

2000.00 10.45% Repayment after 179 days from the date of borrowings

Sub Total 2000.00 Grand Total 2160.41

184

ANNEXURE XI

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF SECURED LOANS, AS RESTATED (Rs. Lakhs)

Sr. No.

Name of the Lender

Facility Sanctioned Balance as at March 31, 2009

Rate of Interest

Repayment Schedule

Security

1 Indian Bank Working Capital Demand Loan

2087.50 910.39 11.75% Renewed on yearly basis.

As per Note (1) mentioned below

2 Karur Vyasya Bank Ltd.

Working Capital Demand Loan

1812.50 1229.68 12.75% Renewed on yearly basis.

As per Note (1) mentioned below

3 Oriental Bank Of Commerce

Working Capital Demand Loan

6525.00 5895.24 11.75% Renewed on yearly basis.

As per Note (1) mentioned below

4 State Bank Of India

Working Capital Demand Loan

1900.00 1808.60 11.50% Renewed on yearly basis.

As per Note (1) mentioned below

5 Punjab National Bank

Working Capital Demand Loan

1087.50 696.71 11.75% Renewed on yearly basis.

As per Note (1) mentioned below

6 Axis Bank Working Capital Demand Loan

1087.50 14.44 13.00% Renewed on yearly basis.

As per Note (1) mentioned below

TOTAL 14500.00 10555.06 7 The bank of

Rajasthan Ltd. Term Loan

4000.00 3885.70 11.75% Repayment from March 2009 in 36 Installments

As per Note (2) mentioned below

8 Standard Chartered Bank

Term Loan

1000.00 504.07 12.40% Repayment in 36monthly Installments starting from the next month of disbursement, 1st started in Oct.-08

As per Note (1) mentioned below

185

(Rs. Lakhs) Sr. No.

Name of the Lender

Facility Sanctioned

Balance as at March 31, 2009

Rate of Interest

Repayment Schedule

Security

9 Oriental Bank Of Commerce

Term Loan

2700.00 2202.30 12.25% Repayment in 16 equal quarterly Installments commence from quarter ending March – 2010

As per Note (1) mentioned below

10 Indian Bank Term Loan

600.00 139.47 12.25% Repayment in 16 equal quarterly Installments commence from quarter ending March - 2010

As per Note (2) mentioned below

TOTAL 8300.00 6731.54 11 HDFC Bank

Ltd. Hire Purchase Loan

32.14 5.90 6.25% 48 Installments of Rs.75464/- each

Hypothecation of the Underlying Assets - Car

12 HDFC Bank Ltd.

Hire Purchase Loan

10.75 1.65 8.29% 36 Installments of Rs.33600/-each

Hypothecation of the Underlying Assets - Car

13 HDFC Bank Ltd.

Hire Purchase Loan

6.50 1.39 8.40% 36 Installments of Rs.20345/- each

Hypothecation of the Underlying Assets - Car

14 HDFC Bank Ltd.

Hire Purchase Loan

7.05 1.17 8.24% 36 Installments of Rs.22020/-each

Hypothecation of the Underlying Assets - Car

15 HDFC Bank Ltd.

Hire Purchase Loan

4.75 1.29 8.26% 36 Installments of Rs.14840/-each

Hypothecation of the Underlying Assets - Car

16 HDFC Bank Ltd.

Hire Purchase Loan

7.85 2.13 8.25% 36 Installments of Rs.24520/- each

Hypothecation of the Underlying Assets - Car

17 HDFC Bank Ltd.

Hire Purchase Loan

5.45 1.83 10.25% 36 Installments of Rs.17500/- each

Hypothecation of the Underlying Assets - Car

186

18 HDFC Bank Ltd.

Hire Purchase Loan

3.30 1.11 10.31% 36 Installments of Rs.10605/- each

Hypothecation of the Underlying Assets - Car

19 HDFC Bank Ltd.

Hire Purchase Loan

4.75 1.61 11.33% 36 Installments of Rs.15480/- each

Hypothecation of the Underlying Assets – Car

20 HDFC Bank Ltd.

Hire Purchase Loan

6.00 2.21 11.50% 36 Installments of Rs.19597/- each

Hypothecation of the Underlying Assets - Car

21 HDFC Bank Ltd.

Hire Purchase Loan

5.60 2.54 11.17% 36 Installments of Rs.18209/- each

Hypothecation of the Underlying Assets - Car

22 HDFC Bank Ltd.

Hire Purchase Loan

4.85 2.20 11.25% 36 Installments of Rs.15787/- each

Hypothecation of the Underlying Assets - Car

23 HDFC Bank Ltd.

Hire Purchase Loan

3.60 1.73 11.25% 36 Installments of Rs.11718/- each

Hypothecation of the Underlying Assets - Car

24 HDFC Bank Ltd.

Hire Purchase Loan

7.00 3.55 10.61% 36 Installments of Rs.22589/- each

Hypothecation of the Underlying Assets - Car

25 HDFC Bank Ltd.

Hire Purchase Loan

5.35 2.71 10.61% 36 Installments of Rs.17265/- each

Hypothecation of the Underlying Assets - Car

26 HDFC Bank Ltd.

Hire Purchase Loan

5.50 2.94 10.60% 36 Installments of Rs.17745/- each

Hypothecation of the Underlying Assets - Car

27 HDFC Bank Ltd.

Hire Purchase Loan

4.60 2.46 10.60% 36 Installments of Rs.14842/- each

Hypothecation of the Underlying Assets - Car

28 HDFC Bank Ltd.

Hire Purchase Loan

7.20 4.04 10.28% 36 Installments of Rs.23130/- each

Hypothecation of the Underlying Assets - Car

29 HDFC Bank Ltd.

Hire Purchase Loan

5.00 2.80 10.00% 36 Installments of Rs.16000/- each

Hypothecation of the Underlying Assets - Car

30 HDFC Bank Ltd.

Hire Purchase

3.80 2.13 10.00% 36 Installments

Hypothecation of the

187

Loan of Rs.12160/- each

Underlying Assets - Car

31 HDFC Bank Ltd.

Hire Purchase Loan

7.00 4.11 9.80% 36 Installments of Rs.22338/- each

Hypothecation of the Underlying Assets - Car

32 HDFC Bank Ltd.

Hire Purchase Loan

6.00 3.52 9.80% 36 Installments of Rs.19147/- each

Hypothecation of the Underlying Assets - Car

33 HDFC Bank Ltd.

Hire Purchase Loan

11.00 6.74 9.40% 36 Installments of Rs.34910/- each

Hypothecation of the Underlying Assets - Car

34 HDFC Bank Ltd.

Hire Purchase Loan

4.25 2.49 9.70% 36 Installments of Rs.13545/- each

Hypothecation of the Underlying Assets - Car

35 HDFC Bank Ltd.

Hire Purchase Loan

6.85 4.20 9.70% 36 Installments of Rs.21829/- each

Hypothecation of the Underlying Assets - Car

36 HDFC Bank Ltd.

Hire Purchase Loan

4.34 3.09 12.46% 48 Installments of Rs.11408/- each

Hypothecation of the Underlying Assets - Tata 207

37 HDFC Bank Ltd.

Hire Purchase Loan

4.34 3.22 10.25% 48 Installments of Rs.11250/- each

Hypothecation of the Underlying Assets - Tata 207

38 HDFC Bank Ltd.

Hire Purchase Loan

4.15 2.87 9.32% 36 Installments of Rs.13156/- each

Hypothecation of the Underlying Assets - Car

39 HDFC Bank Ltd.

Hire Purchase Loan

7.00 4.84 9.25% 36 Installments of Rs.22170/- each

Hypothecation of the Underlying Assets - Car

40 HDFC Bank Ltd.

Hire Purchase Loan

5.50 3.96 10.20% 36 Installments of Rs.17648/- each

Hypothecation of the Underlying Assets - Car

41 HDFC Bank Ltd.

Hire Purchase Loan

11.90 8.57 10.20% 36 Installments of Rs.38184/- each

Hypothecation of the Underlying Assets - Car

42 HDFC Bank Ltd.

Hire Purchase

5.65 4.22 10.34% 36 Installments

Hypothecation of the

188

Loan of Rs.18165/- each

Underlying Assets - Car

43 HDFC Bank Ltd.

Hire Purchase Loan

11.20 8.65 10.60% 36 Installments of Rs.36134/- each

Hypothecation of the Underlying Assets - Bolero jeep - 2 NOS.

44 HDFC Bank Ltd.

Hire Purchase Loan

7.35 5.67 10.50% 36 Installments of Rs.23683/- each

Hypothecation of the Underlying Assets - Scorpio Jeep

45 HDFC Bank Ltd.

Hire Purchase Loan

3.50 2.79 11.10% 36 Installments of Rs.11370/- each

Hypothecation of the Underlying Assets - Car

46 HDFC Bank Ltd.

Hire Purchase Loan

4.40 3.51 11.10% 36 Installments of Rs.14293/- each

Hypothecation of the Underlying Assets - Car

47 HDFC Bank Ltd.

Hire Purchase Loan

5.40 5.08 12.50% 60 Installments of Rs.12024/-each

Hypothecation of the Underlying Assets - Car

48 HDFC Bank Ltd.

Hire Purchase Loan

4.55 4.28 12.50% 60 Installments of Rs.10131/- each

Hypothecation of the Underlying Assets - Car

49 HDFC Bank Ltd.

Hire Purchase Loan

4.11 3.92 12.50% 60 Installments of Rs.9152/- each

Hypothecation of the Underlying Assets - Car

50 HDFC Bank Ltd.

Hire Purchase Loan

6.00 5.87 11.00% 60 Installments of Rs.12926/- each

Hypothecation of the Underlying Assets - Car

51 ICICI Bank Ltd.

Hire Purchase Loan

4.25 1.08 7.38% 48 Installment of Rs.10190/- each

Hypothecation of the Underlying Assets - Car

52 Kotak Mahindra Prime Ltd.

Hire Purchase Loan

4.95 3.17 9.88% 36 Installments of Rs.15815/- each

Hypothecation of the Underlying Assets - Car

53 Kotak Mahindra Prime Ltd.

Hire Purchase Loan

9.45 6.05 9.75% 36 Installments of Rs.30135/- each

Hypothecation of the Underlying Assets - Car

54 Kotak Hire 4.10 2.63 9.82% 36 Hypothecation

189

Mahindra Prime Ltd

Purchase Loan

Installments of Rs.13087/- each

of the Underlying Assets - Car

55 Axis Bank Hire Purchase Loan

4.20 3.79 11.50% 60 Installments of Rs.9150/-each

Hypothecation of the Underlying Assets - Car

56 Axis Bank Hire Purchase Loan

7.30 6.68 11.50% 60 Installments of Rs.15903/-each

Hypothecation of the Underlying Assets - Scorpio Jeep

57 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

180.42 1.40 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

58 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

16.34 0.42 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

59 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

15.22 1.15 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

60 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

33.76 2.58 9.50% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

61 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

33.70 4.86 8.07% 58 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

62 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

34.65 4.82 9.50% 58 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

63 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

41.27 5.02 8.07% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

64 Srei Infrastructure Finance

Hire Purchase Loan

20.35 2.47 8.07% 57 Installments payable

Hypothecation of the Underlying

190

Ltd. monthly Assets - Machinery

65 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

29.40 6.48 8.00% 58 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

66 Srei Infrastructure Finance Ltd.

Hire Purchase Loan

16.33 4.68 8.00% 57 Installments payable monthly

Hypothecation of the Underlying Assets - Machinery

TOTAL 721.22 196.81 GRAND

TOTAL 17483.41

Notes: 1. The term loans from banks are secured by first charge on specific plant & Machinery financed by

them. 2. Working capital facilities are secured in favour of consortium bankers, by way of first charge

against hypothecation of stocks, stock in process, store and spares, bills receivables, book debts and other movables except 2nd charge on current assets and receivables in favour of a bank for bank guarantee of Rs. 5000 Lakhs provided on behalf of Joint Venture in which the Company is one of the member and except first charge over machineries and equipments financed by others for term loans and further secured by second pari-passu charged on machineries and equipments financed by others for term loans and first charge on the office premises of the Company.

3. Loan against vehicles / equipments are secured by way of charge on specific vehicles and

equipments.

191

ANNEXURE XII

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF LOANS & ADVANCES, AS RESTATED (Rs. Lakhs)

Particulars As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Advance recoverable in cash or in kind or for value to be received

1331.41 1255.19 370.60 425.69 412.50

Advances to related parties 415.76 204.28 72.96 25.96 19.24Loans to employees 4.16 4.82 5.12 5.90 8.10Security / Margin Money Deposits

555.61 763.89 601.64 295.64 244.06

Advance Income Tax 1080.84 791.44 360.97 159.86 167.52VAT / Entry Tax [ Net-off Provision ]

783.63 366.26 198.13 172.33 172.71

Pre - Paid Expenses 2189.42 2370.67 1114.16 499.65 308.19Other Current Assets 462.60 204.20 53.33 41.66 22.54Accrued Income 55.76 11.01 9.01 27.76 22.43Total 6879.18 5971.76 2785.92 1654.45 1377.29

Details of loans and advances given to related parties

(Rs. Lakhs) Name of the Party

Nature As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

JMC Mining & Quarries Ltd.

Subsidiary company

0.00 18.60 0.00 0.00 0.00

JMC Infrastructure Ltd.

Associate Company

119.26 96.92 63.46 14.33 15.24

SAI Consulting Engineers Pvt. Ltd.

Associate Company

0.00 4.03 4.03 4.03 4.00

J.M. Construction

Associate Firm

5.47 5.47 5.47 3.88 0.00

Aggrawal - JMC JV

Joint Venture

291.03 79.26 0.00 3.72 0.00

TOTAL 415.76 204.28 72.96 25.96 19.24

192

ANNEXURE XIII

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF DEBTORS, AS RESTATED (Rs. Lakhs)

Particulars As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Debtors outstanding for a period exceeding 6 months (excluding retention money)

6356.04 2098.11 2342.55 2169.89 2074.90

Debtors outstanding for a period not exceeding 6 months

29277.86 17971.52 11187.72 4369.59 3296.09

Retention Money 7560.87 6914.68 3215.26 1565.26 1550.79TOTAL 43194.77 26984.31 16745.53 8104.74 6921.78

Break-up of Sundry Debtors outstanding for more than six months (Rs. Lakhs)

Particulars As at March 31,

2009

As at March

31, 2008

As at March

31, 2007

As at March

31, 2006

As at September

30, 2005 Debtors outstanding for a period exceeding 6 months but less than 12 months 4048.66 678.04 334.37 480.40 646.55Debtors outstanding for a period exceeding 12 months but less than 18 months 859.41 460.21 584.34 382.97 239.64Debtors outstanding for a period exceeding 18 months but less than 24 months 299.67 118.29 163.37 110.69 141.81Debtors outstanding for a period exceeding 24 months but less than 30 months 92.72 219.85 209.17 139.18 267.95Debtors outstanding for a period exceeding 30 months but less than 36 months 193.09 19.00 48.61 273.16 556.94Debtors outstanding for a period exceeding 36 months 862.51 602.72 1002.69 783.50 222.01TOTAL 6356.04 2098.11 2342.55 2169.89 2074.90

193

Debtors includes receivable from JMC Infrastructure Limited – a related party as set out below: (Rs. Lakhs) Description As at

March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

Debtors outstanding for a period exceeding 6 months 13.68 13.68 13.68 13.68 13.68TOTAL 13.68 13.68 13.68 13.68 13.68

Note: All debtors outstanding as on March 31, 2009, exceeding 36 months are good and recoverable.

194

ANNEXURE XIV

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF TAX SHELTER, AS RESTATED (Rs. Lakhs)

Assessment Year 2008-2009 2007-2008 2006-2007 2005-2006 2004-2005 Financial year 2007-2008 2006-2007 2005-2006 2004-2005 2003-2004 Profit / (Loss) as per books of account

4769.38 2528.82 101.33 (1064..51) (633.86)

Tax rate (including surcharge) (%)

33.99 33.66 33.66 36.93 35.88

Notional Tax Payable ( A ) 1621.11 851.20 34.11 (393.07) (227.40)B) Permanent Difference (I) Wealth Tax 0.62 0.59 0.25 0.28 0.27 (ii) Dividend (3.40) (0.21) (0.21) (0.21) (0.21)(iii) Capital Gains/ Loss 60.80 115.41 26.22 (197.21) 18.42 (different treatment in Tax) (iv) Donation 5.82 1.98 0.64 1.17 1.34 (v) Others (116.67) 36.88 (0.85) 14.78 0.13 (vi) Deferred Revenue Expenditure - ESOP

55.00 0.00 0.00 0.00 0.00

(vii)Excess Income Tax Provision of Previous years

0.00 0.00 0.00 0.00 (8.60)

(viii) Deferred Tax Provisions 0.00 0.00 0.00 (585.89) 0.00Subtotal ( B ) 2.17 154.65 26.05 (767.08) 11.36 C) Timing Difference (I) Difference in Book & Tax depreciation

(473.02) (254.47) (47.39) (253.09) (221.21)

(ii) Deferred revenue expenditure 0.00 0.00 0.00 0.00 2.60 (iii) Expenses u/s 43B 205.86 97.33 15.62 0.00 3.71 (iv) Pre-operative expenses and Interest Capitalized claimed as deduction

0.00 0.00 0.00 0.00 0.00

(v) Other Timing Difference (99.42) 238.43 173.23 93.49 0.00 Subtotal ( C ) (366.58) 81.29 141.46 (159.60) (214.90)Net Adjustments (B+C) (364.41) 235.94 167.51 (926.68) (203.54)Tax Burden / (Savings) thereon (D)

(123.86) 79.42 56.38 (342.18) (73.02)

Total Tax Burden / ( Savings ) (A+D)

1497.25 930.62 90.49 (735.25) (300.42)

Tax Paid / Provision u/s 115JB 1170.63 213.55 0.00 0.00 0.00 Unabsorbed Depreciation and Business loss

0.00 0.00 0.00 (1990.98) (837.41)

Notes: 1. The figures in the above statement are taken as per the Returns of Income filed. 2. Similar nature of deduction and allowances under Income Tax Act, 1961 are taken net. 3. Other differences include different nature of items of deduction and allowances are taken net. 4. As return of Income for financial year 2008-09 has not yet been submitted, the information for

the same is not presented.

195

ANNEXURE XV

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF RELATED PARTY TRANSACTIONS

(A) Particulars of Subsidiary / Joint Ventures / Associate Companies / Associate Firm

(1) JMC Mining and Quarries Ltd. - Wholly Owned Subsidiary Company

(2) JMC – MSKE JV - Joint Venture (3) Aggrawal – JMC JV - Joint Venture (4) JMC – Sadbhav JV - Joint Venture (5) JMC – Taher Ali JV - Joint Venture (6) JMC – PPPL JV - Joint Venture (7) JMC-Tantia JV - Joint Venture (8) JMC – Associated JV - Joint Venture (9) Kalpataru Power Transmission Ltd. - Holding Company

(w.e.f February 6, 2007) (10) JMC Infrastructure Ltd. - Associate Company (11) SAI Consulting Engineers Private Ltd. (Formerly known as Sheladia Associates & Consultants (India) Pvt. Ltd.)

- Associate Company

(12) JMC Consultants & Developers Pvt. Ltd. - Associate Company (13) J M Construction - Associate Firm

(B) Key Management Personnel (KMP)

Name of KMP Nature of Relationship (1) Mr. Hemant Modi - Vice Chairman & Managing

Director (2) Mr. Suhas Joshi - Managing Director (3) Mr. M. D. Khattar (up to March 31, 2008)

- Managing Director

(4) Mr. Deval Shah (up to January 30, 2006)

- Director

196

(C) Relatives of Key Management Personnel (RKMP)

Name of RKMP Nature of Relationship (1) Late Mr. I. K. Modi - Father of Mr. Hemant Modi (2) Mrs. Suverna I. Modi - Mother of Mr. Hemant Modi (3) Mrs. Sonal H. Modi - Wife of Mr. Hemant Modi (4) Mrs. Madhuri Joshi - Wife of Mr. Suhas Joshi 5) Late Mrs. Malti Joshi - Mother of Mr. Suhas Joshi 6) Ms. Ami H. Modi - Daughter of Mr. Hemant Modi

Following are the Transactions undertaken with related parties: Subsidiary Company

(Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials / Assets (Inclusive of Transportation Charges)

250.31 148.75 136.98 67.84 280.48

2 Rent Received - - 2.76 7.65 26.403 Rent Paid - - 4.68 - -4 Guarantees Given 151.07 151.07 151.07 79.10 79.105 Outstanding balance

included in Loans (Assets)

- 18.60 - - -

6 Outstanding balance included in Current Liabilities

24.40 - 8.32 35.16 23.23

Holding Company of JMC Projects (India) Ltd. (Rs. Lakhs) Sr.No.

Particulars For the year ended March 31,

2009

For the year

ended March

31, 2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Purchase of Materials/Assets

60.44 1185.09 2521.00 - -

2 Rent Received 0.69 0.76 - - -3 Rent Paid 72.43 60.50 57.31 - -4 Reimbursement of

expenses (Paid) 17.06 128.87 16.51 - -

5 Loans / deposits received during the year / period

5000.00 1150.00 1230.00 - -

197

6 Loans / deposits given / repaid during the year / period

5201.56 1389.30 1701.89 - -

7 Outstanding balance included in Debtors

- 0.61 - - -

8 Outstanding balance included in Unsecured Loans

- 15.97 239.30 - -

9 Outstanding balance included in Current Liabilities

18.20 377.54 490.54 - -

10 Interest paid 196.74 20.11 50.67 - -11 Dividend Paid 322.68 135.60 - - -

Key Management Personnel & Relatives of Key Management Personnel

(Rs. Lakhs) Sr. No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18 months ended

September 30, 2005

1 Managerial Remuneration

168.02 199.18 154.90 42.30 69.39

2 Loans / deposits received during the year / period

- - 60.64 - 524.81

3 Loans / deposits given / repaid during the year / period

- 39.75 510.85 41.26 100.49

4 Outstanding balance included in Unsecured Loans

- - 39.75 489.96 531.22

5 Fixed Deposits matured and renewed during the year / period

- 1.00 3.75 2.75 3.75

6 Fixed deposits repaid during the period / year

1.00 - - - 6.00

7 Interest paid - 0.28 0.42 0.17 0.77 8 Dividend paid 27.47 10.80 - - -

198

Joint Ventures, Associate Companies and Associate Firm (Rs. Lakhs)

Sr.No.

Particulars For the year ended March 31,

2009

For the year ended March 31,

2008

For the year

ended March

31, 2007

For the 6 months ended March

31, 2006

For the 18

months ended

September 30, 2005

1 Purchase of Materials / Assets

72.53 20.90 1.43 - -

2 Contract Revenue Received

24573.12 16350.91 7106.40 124.79 -

3 Contract Charges Paid

- - - - 60.19

4 Sale of Materials - - - 11.96 -5 Income earned on

Services rendered - - 60.00 33.05 0.74

6 Rent / Professional fees Paid

41.58 46.41 61.36 47.12 70.20

7 Reimbursement of Expenses (Received)

- - 4.65 - -

8 Loans / deposits received during the year / period

- - - 674.64 1649.00

9 Loans / deposit given / repaid during the year / period

- 30.90 - 672.36 997.00

10 Outstanding balance included in Debtors

5443.95 3049.58 1214.29 122.15 13.68

11 Outstanding balance included in Loans (Assets)

415.76 185.68 72.96 25.96 19.24

12 Outstanding balance included in Unsecured Loans

- - - 660.52 658.24

13 Outstanding balance included in Current Liabilities

1979.43 5165.86 1953.70 2107.94 6.59

14 Interest income 11.22 9.11 2.78 - - 15 Interest paid - - - 44.84 62.69 16 Share of Profit in

Joint Venture 296.43 90.52 - - -

17 Share of loss in Joint Venture

147.38 12.43 11.26 0.15 1.88

199

ANNEXURE XVI

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF INVESTMENTS

(Rs. Lakhs)

Particulars As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

(A) Investment in Subsidiary Company (Unquoted Long Term)

JMC Mining and Quarries Ltd. 5,00,000 Equity Shares of Rs. 10/- each fully paid up

50.00 50.00 50.00 50.00 50.00

(B) Investments in Shares- (Unquoted Long Term - Trade)

4,600 Equity Shares of Rs. 25/- each of Nutan Nagrik Sahakari Bank Ltd.

1.15 1.15 1.15 1.15 1.15

TOTAL (Rs.) 51.15 51.15 51.15 51.15 51.15

200

ANNEXURE XVII

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF CURRENT LIABILITIES & PROVISIONS, AS RESTATED (Rs. Lakhs)

Particulars As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

As at September 30, 2005

(A) Current Liabilities Sundry Creditors 19051.06 12818.71 7729.41 4441.71 3460.74Advances From Clients 12018.37 14865.46 6528.72 3005.92 65.81Bills Payable 512.58 0.00 0.00 0.00 10.35Payable under Letter of Credit

1835.11 1749.88 172.22 0.00 0.00

Interest accrued but not due 13.27 39.96 12.45 19.65 76.52Unclaimed Dividend 3.48 3.00 3.29 5.64 8.96Unclaimed Matured Fixed Deposits

2.85 6.75 3.63 7.12 9.01

Unclaimed Fixed Deposits Interest

0.52 0.00 0.00 0.00 0.00

Unclaimed Share Application Money

0.43 0.43 1.73 0.00 0.00

Other Liabilities 3796.68 2327.60 1247.24 656.93 541.21VAT / Sales tax payable 807.70 535.89 249.38 208.28 171.37TOTAL (Rs.) A 38042.05 32347.68 15948.07 8345.25 4343.97(B) Provisions Provision for Defect Liability Period

2037.58 1267.05 679.94 338.64 261.04

Provision for Fringe Benefit Tax (Net of Advance)

0.00 2.24 0.54 0.00 0.00

Proposed Dividend on Preference Shares

75.75 75.75 0.00 0.00 0.00

Proposed Dividend on Equity Shares

362.81 362.81 181.40 0.00 0.00

Corporate Tax on Proposed Dividend on Equity Shares

61.66 61.66 30.83 0.00 0.00

Corporate Tax on Proposed Dividend on Preference Shares

12.87 12.87 0.00 0.00 0.00

Provision for leave encashment 228.41 158.93 77.12 0.00 0.00Provision for Gratuity 178.98 111.20 0.00 0.00 0.00TOTAL (Rs.) B 2958.06 2052.51 969.83 338.64 261.04TOTAL (Rs.) (A+B) 41000.11 34400.19 16917.90 8683.89 4605.01

Notes: 1. Sundry Creditors includes creditors for capital goods.

201

ANNEXURE XVIII

JMC PROJECTS (INDIA) LIMITED

STATEMENT OF MAJOR BORROWINGS

THE TOP 25 BORROWINGS OF THE COMPANY AS AT MARCH 31, 2009

(Rs. Lakhs) Sr. No.

Name of the Lender

Facility Balance as at March 31, 2009

Rate of Interest

Repay- ment Schedule

Date of Sanctioning / Borrowing

Whether Personal Guarantee given bydirectors

Whether Affiliate/ Associate/company/ firm

Whether Roll over forDefault

1 Oriental Bank Of Commerce

Working Capital Loan

5895.24 11.75 Renewed on yearly basis.

17-Sep-08 No No No

2 The Bank of Rajasthan Ltd.

Term Loan

3885.70 11.75 Repayment in 36 monthly Installments from 1st April’2009

05-Feb-08 No No No

3 Oriental Bank Of Commerce

Term Loan

2202.30 12.25 Repayment in 16 equal quarterly Installments commence from quarter ending March – 2010

17-Sep-08 No No No

4 State Bank Of India

Working Capital Loan

1808.60 11.50 Renewed on yearly basis.

19-Sep-07 No No No

5 Karur Vyasya Bank Ltd.

Working Capital Loan

1229.68 12.75 Renewed on yearly basis.

07-Oct-08 No No No

6 Indian bank Working Capital Loan

910.39 11.75 Renewed on yearly basis.

05-Nov-08 No No No

7 Punjab National Bank

Working Capital Loan

696.71 11.75 Renewed on yearly basis.

31-Oct-08 No No No

202

8 Standard Chartered Bank

Term Loan

504.07 12.40 Repayment in 36 monthly Installments from the date of borrowings

On various dates

No No No

9 Indian bank Term Loan

139.47 12.25 Repayment in 16 equal quarterly Installments commence from quarter ending March – 2010.

05-Nov-08 No No No

10 Axis Bank Working Capital Loan

14.44 13.00 Renewed on yearly basis.

25-Oct-08 No No No

11 HDFC Bank Ltd.

Hire Purchase Loan

8.65 10.60 Repayment in 36 monthly Installments

07-Jul-08 No No No

12 HDFC Bank Ltd.

Hire Purchase Loan

8.57 10.20 Repayment in 36 monthly Installments

09-May-08 No No No

13 HDFC Bank Ltd.

Hire Purchase Loan

6.74 9.40 Repayment in 36 monthly Installments

07-Jan-08 No No No

14 Axis Bank Hire Purchase Loan

6.68 11.50 Repayment in 60 monthly Installments

26-Sep-08 No No No

203

15 SREI Infrastructure Finance Ltd.

Hire Purchase Loan

6.48 8.00 Repayment in 58 monthly Installments

22-Jan-05 No No No

16 Kotak Mahindra Prime Ltd.

Hire Purchase Loan

6.05 9.75 Repayment in 36 monthly Installments

01-Feb-08 No No No

17 HDFC Bank Ltd.

Hire Purchase Loan

5.90 6.25 Repayment in 48 monthly Installments

13-Dec-05 No No No

18 HDFC Bank Ltd.

Hire Purchase Loan

5.87 11.00 Repayment in 60 monthly Installments

12-Mar-09 No No No

19 HDFC Bank Ltd.

Hire Purchase Loan

5.67 10.50 Repayment in 36 monthly Installments

07-Jul-08 No No No

20 HDFC Bank Ltd.

Hire Purchase Loan

5.08 12.50 Repayment in 60 monthly Installments

29-Nov-08 No No No

21 SREI –Infrastructure Finance Ltd.

Hire Purchase Loan

5.02 8.07 Repayment in 57 monthly Installments

15-Aug-04 No No No

204

22 SREI –Infrastructure Finance Ltd.

Hire Purchase Loan

4.86 8.07 Repayment in 58 monthly Installments

27-Jul-04 No No No

23 HDFC Bank Ltd.

Hire Purchase Loan

4.84 9.25 Repayment in 36 monthly Installments

05-Apr-08 No No No

24 SREI –Infrastructure Finance Ltd.

Hire Purchase Loan

4.82 9.50 Repayment in 58 monthly Installments

27-Jul-04 No No No

25 SREI –Infrastructure Finance Ltd.

Hire Purchase Loan

4.68 8.00 Repayment in 57 monthly Installments

01-Apr-05 No No No

205

Auditor’s report as required by Part II of Schedule II of the Companies Act, 1956 To, The Board of Directors JMC Projects (India) Ltd. Dear Sirs,

1. We have examined the attached financial information of the subsidiary company viz. JMC Mining & Quarries Ltd. (“the Company”), as approved by the Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended to date (“the SEBI Guidelines”) and in terms of our engagement agreed upon with you in accordance with our Engagement Letter dated January 31, 2009 in connection with the Draft Letter of Offer / Letter of Offer (collectively hereinafter referred to as “offer document”) for proposed Rights Issue of Equity Shares of the Company.

2. This information have been extracted by the management from financial statements for

the period ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005. Audit for the period ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005. was conducted by other auditors, M/s. Shah Narielwala & Co.

We did not audit the financial statements of the subsidiary for the period ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005 for the purposes of our examination, we have relied upon the financial statements audited by M/s Shah Narialwala & Co.

3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act,

the SEBI Guidelines and in terms of our engagement agreed with you, we further report that:

A. The Summary Statements of Assets and Liabilities, as restated, of the Company as at

March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005, examined by us, as set out in Annexure I to this report are after making adjustment and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

B. The Summary Statement of Profit and Loss, as restated, of the Company for the

period ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005examined by us, as set out in Annexure II to this report are after making adjustments and regroupings, as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

C. The Summary Statement of Cash Flow, as restated, of the Company for the period

ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005 examined by us, as set out in Annexure III to this report are after making adjustments and regroupings as in our opinion were appropriate and more fully described in

206

Significant Accounting Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).

The Summary Statement of Assets and Liabilities, Profit and Loss and Cash Flow, as restated, and most specifically described in point 3(A), 3(B), and 3(C) above are together hereinafter referred to as “Restated Financial Information”.

D. Based on the above, we are of the opinion that the Restated Financial Information has

been made after incorporating.

i) Adjustments for the changes in accounting policies retrospectively in the respective financial years to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

ii) Adjustments for the material amount in the respective financial years to which they relate.

iii) And there are no extra-ordinary items that need to be disclosed separately in the accounts and no audit qualifications requiring adjustments.

iv) For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as base and corresponding changes are made in the earlier years/period, wherever necessary.

In our opinion, the financial information contained in Annexure I to IV as above of this report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies, and Notes prepared after making adjustments and regroupings, as considered appropriate, have been prepared in accordance with Para B of Part II of Schedule II of the Companies Act, 1956 and the SEBI Guidelines.

4. Our report is intended solely for use of the management and for inclusion in the offer

document in connection with the proposed Rights Issue of Equity Shares of the Company. Our report should not be used for any other purpose except with our consent in writing.

Yours faithfully. Yours faithfully. For Sudhir N. Doshi & Co. For Kishan M. Mehta & Co. Chartered Accountants Chartered Accountants Sudhir N. Doshi Kishan M. Mehta Proprietor Partner M No. 30539 M No. 13707 Place: Ahmedabad Place: Ahmedabad Date: 06/08/2009 Date: 06/08/2009

207

ANNEXURE – I

JMC MINING & QUARRIES LTD (Subsidiary of JMC Projects (INDIA) Ltd)

SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED

(Rs. In Lakhs)

Particulars As at March 31,

2009

As at March 31,

2008

As at March 31,

2007

As at March 31,

2006

As at September

30, 2005

A Fixed Assets Gross Block 343.94 343.81 334.86 225.58 212.50 Less : Depreciation 151.11 128.26 107.45 96.42 91.62 Net Block 192.83 215.55 227.41 129.15 120.88 Capital Work in Progress - - - - - Total 192.83 215.55 227.41 129.15 120.88 B Investments 2.47 2.47 2.47 2.47 2.47 C Deferred Tax Assets (Net) 9.76 12.45 8.38 0.00 0.00

D Current Assets, Loans and Advances

Inventories 41.31 33.33 40.34 51.24 42.84 Sundry Debtors 47.56 25.46 20.47 51.31 48.48 Cash and Bank Balances 5.46 8.41 4.09 0.69 2.63 Loans and Advances 25.03 25.61 20.08 11.92 10.91 Total 119.36 92.82 84.97 115.15 104.85E Liabilities and Provisions Loan Funds Secured 118.95 120.38 142.69 65.99 59.28 Total 118.95 120.38 142.69 65.99 59.28

F Deferred Tax Liability (Net) 0.00 0.00 0.00 4.34 3.61

G Current Liabilities and

Provisions Current Liabilities 120.78 122.84 90.75 59.86 53.06 Total 120.78 122.84 90.75 59.86 53.06

H Net Worth 84.69 80.07 89.79 116.58 112.26 Represented by : I Shareholder's Funds Share Capital 50.00 50.00 50.00 50.00 50.00 Reserves 35.12 30.58 40.38 67.24 62.96 Total 85.12 80.58 90.38 117.24 112.96 Less

208

J Miscellaneous Expenditure (to the extent not written off or adjusted) 0.43 0.51 0.59 0.66 0.70

K Net Worth 84.69 80.07 89.79 116.58 112.26

209

ANNEXURE - II

JMC MINING & QUARRIES LTD (Subsidiary of JMC Projects (INDIA) Ltd)

SUMMARY STATEMENT OF PROFIT AND LOSS, AS RESTATED

(Rs. In Lakhs) Particulars For the

year ended on March 31, 2009

For the year ended on March 31, 2008

For the Year

ended on March 31,

2007

For The 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Income From Operations 546.99 497.38 335.66 236.86 608.11 Other Income 5.90 5.48 5.73 0.55 1.64 Total Income 552.89 502.87 341.39 237.40 609.75 Expenditure Trading Purchase 1.03 0.38 0.04 0.00 5.30 Mining And Manufacturing Expenses (Net off change in inventory)

327.08 315.90 186.00 128.91 304.68

Payment to Employee 40.46 40.48 36.56 15.84 40.00 Office, Administration & Selling Expenses

137.64 121.38 136.54 77.77 222.70

Total Expenditure before Interest, Depreciation & Tax

506.21 478.15 359.15 222.53 572.69

Profit/ (Loss) Before Interest, Depreciation, & Tax

46.68 24.72 (17.76) 14.88 37.07

Interest 14.31 16.23 10.35 3.43 12.37 Depreciation 22.85 21.91 11.02 4.80 15.36 Total 37.16 38.14 21.37 8.24 27.74 Net Profit/ (Loss) Before Tax 9.52 (13.42) (39.14) 6.64 9.33 Taxation (Current Year) 0.11 0.00 0.00 2.22 1.36 Deferred Tax Provision 3.23 (4.07) (12.71) 0.73 (0.23)Fringe Benefit Tax 0.44 0.45 0.45 0.21 0.17 Net Profit/ (Loss) After Tax 5.74 (9.80) (26.87) 3.48 8.03 Prior Period Items 0.00 0.00 0.00 0.80 0.00 Net Profit/ (Loss) 5.74 (9.80) (26.87) 4.28 8.03

210

ANNEXURE III

JMC MINING ANS QUARRIES LTD

SUMMARY STATEMENT OF CASH FLOW, AS RESTATED (Rs. In Lakhs)

Particulars For the Year

ended on March 31,

2009

For the Year

ended on March 31,

2008

For the Year

ended on March 31,

2007

For the 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 CASH FLOW FROM OPERATING ACTIVITIES Profit/ (Loss) Before Taxation 9.52 (13.42) (39.14) 6.64 9.33 Adjustment For : Interest 14.31 16.23 10.36 3.43 11.89 Depreciation 22.85 21.91 11.02 4.80 15.36 Prior Period Adjustment 0.00 0.00 0.00 0.80 0.00 Loss on Sale of Assets 0.00 0.00 0.00 0.00 0.05 Deferred Revenue Expenses written off

0.08 0.08 0.08 0.04 0.16

Interest & Dividend Income (1.70) (0.37) (0.48) (0.13) (0.79)Profit on Sale of Asset 0.00 (0.09) 0.00 0.00 0.00 OPERATING PROFIT BEFORE WORKING

CAPITAL CHANGES 45.05 24.34 (18.16) 15.60 36.00 Changes in Working Capital ( Increase ) / Decrease

Trade & Other Receivables (21.19) (5.75) 27.73 (5.19) 53.51 Inventories (7.98) 7.00 10.90 (8.40) (22.95)Trade Payables (4.35) 29.43 30.44 6.81 (28.07)CASH GENERATED FROM OPERATIONS

11.53 55.02 50.91 8.81 38.49

Direct taxes paid (0.32) (2.57) (5.05) (1.08) (1.53)NET CASH FROM OPERATING ACTIVITIES (A)

11.21 52.45 45.85 7.73 36.95

CASH FLOW FROM INVESTMENT ACTIVITIES :

Purchase of Fixed Assets (0.13) (10.44) (109.28) (13.07) (23.90)Sale of Fixed Assets 0.00 0.48 0.00 0.00 0.09 Purchase of Investments 0.00 0.00 0.00 0.00 (0.49)Interest Received 1.33 0.00 0.04 0.13 0.04 Dividend Received 0.37 0.37 0.44 0.00 0.76 NET CASH USED IN 1.58 (9.59) (108.80) (12.95) (23.51)

211

INVESTING ACTIVITIES (B) CASH FLOW FROM FINANCING ACTIVITIES Increase / ( Decrease ) in Share Capital/ Borrowings

(1.43) (22.31) 76.70 6.71 (11.39)

Proceeds From Term Borrowings 0.00 0.00 0.00 0.00 0.00 Working Capital Finance 0.00 0.00 0.00 0.00 11.76 Repayment of Term Loans 0.00 0.00 0.00 0.00 0.00 Interest Paid (14.31) (16.23) (10.35) (3.43) (11.89)Dividend 0.00 0.00 0.00 0.00 0.00 Corporate Dividend Tax 0.00 0.00 0.00 0.00 0.00 NET CASH USED IN FINANCING ACTIVITIES (C)

(15.74) (38.54) 66.35 3.28 (11.53)

Net Change in cash and cash equivalents

( A + B + C ) (2.95) 4.32 3.40 (1.94) 1.92 Cash and Cash equivalents (opening balance)

8.41 4.09 0.69 2.63 0.71

Cash and Cash equivalents (Closing balance)

5.46 8.41 4.09 0.69 2.63

Difference in cash & cash equivalents (CLG. - OPG.)

(2.95) 4.32 3.40 (1.94) 1.92

212

ANNEXURE IV SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF ACCOUNTS 1. Significant Accounting Policies a. Accounting Convention

The financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in India, the Accounting standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956 and are based on the historical cost convention on an accrual basis.

b. Use of Estimates

The preparation of financial statements in conformity with GAAP requires the management to make estimates and assumption that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in current and future period.

c. Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, taxes and other directly attributable costs incurred to bring the assets to their working condition for intended use.

d. Depreciation

The Depreciation on the tangible assets has been provided at the rates and in the manner prescribed in schedule XIV if the Companies Act, 1956 on written down value basis.

e. Inventories

Inventories are valued at lower of cost or net realizable value. Cost of Inventories has been arrived at considering all cost of purchases, direct cost of production and other costs incurred in bringing them to their respective present location and condition.

f. Investments

Investments are valued at cost. g. Provision for Taxation i) Current Tax

Provision for Income -Tax is determined in accordance with the provisions of Income-Tax Act, 1961

ii) Deferred Tax Provision

Deferred Tax is recognized, subject to consideration of prudence, on timing differences, being the difference between the taxable income and accounting income that originate in one period and are capable or reversal in one or more subsequent periods. It is calculated using the applicable tax rates and tax laws that have been enacted by the balance sheet date.

iii) Fringe Benefit Tax

213

Tax on Fringe Benefits is measured at the specified rates on the value of Fringe Benefits in accordance with the provisions of the Section 115WC of the Income Tax Act, 1961. Accounting for Fringe Benefit Tax is done as per the Guidance note issued by ICAI.

h. Borrowing Costs

Borrowing Costs that are attributable to the acquisition of qualifying assets are capitalized as a part of the cost of such assets till such time the assets is ready for its intended use. All other borrowing costs are charged to revenue.

i. Employee Benefits

a) Gratuity Liability is covered by payment thereof to Gratuity fund, the defined benefit plan under Group Gratuity cash accumulation scheme of Life Insurance Corporation of India under irrevocable trust.

b) Contribution to provident fund, the defined contribution plan as per the scheme is charged to Profit & Loss Account

c) Provision for Leave encashment liability is made based on actuarial valuation as at Balance Sheet

date.

Notes forming Part of Account 2 Previous year's figures have been re-grouped and re-arranged wherever necessary. 3 In the Opinion of the Board, Current Assets, Loans & Advances and Deposits are of the value

stated in the Balance Sheet, if realized in the normal course of business. The provision for all known liabilities made in the books of accounts are adequate and not in excess of the amount reasonably required.

4 Balance of Debtors, Creditors, Loans, Advances and other liabilities are as per books and subject

to confirmation from respective parties, and reconciliation, if any. 5 Contingent Liability: Claim against company, not acknowledge as debt - Rs. 1,20,000 in respect

of claims made by Ramabhai Raijibhai Macchi and others for compensation at mines for alleged damages to crops and hazard to health due to mining operations.

6 During the year, there was no import of raw materials, stores and spares or capital goods nor were

there any remittance in foreign currency on account of dividend. 7 It is not possible to identify SSI undertakings from amongst sundry creditors. Hence details of

dues to SSI undertaking are not given 8 The Company has not received Information from Vendors regarding their status under micro,

small and medium Enterprise Development Act, 2006 and hence disclosure relating to amount unpaid as at the year end together with interest paid / payable under this account have not been given.

9 Deferred Taxation:

The deferred tax liability at the end of the year comprises of tax effect of following timing differences:

214

(Amt.Rs.) PARTICULARS

As at March 31,

2009

As at March

31, 2008

As at March 31,

2007

As at March 31,

2006

As at September

30, 2005 Deferred Tax Assets Unabsorbed Depreciation/Business Loss

1,320,181 1,675,025 1,180,915 - -

Gratuity Payable / (Reverse)

42,396

Deferred Tax Liability Diff between WDV as per books &Income Tax Act.

386,673 430,312 343,050 433,576 360,639

Net Deferred Tax Asset/(Liabilities)

975,904 1,244,713 837,865 (433,576) (360,639)

10 MAT

During the year, Company has made provision for Minimum Alternate Tax (MAT) of Rs. 24,431. Considering the future expected Benefits, the company has recognised Rs. 12,986 as MAT entitlement credit representing excess of MAT provision over current tax.

11 Segmental Reporting

As the management of the Company recognises and monitors "Mining & Quarries" as the only business segment.

12 Impairment of Assets

The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

13 Retirement Benefits a Defined contribution plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner. The company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. The company recognised Rs. 1.98 Lakhs (P.Y. Rs. 1.93 Lakhs) for provident fund contributions in the profit and loss account. The contribution payable to this plan by the company is at rate specified in the rules of the scheme.

b Defined benefit plan

The company made annual contributions to the Employee's Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees on retirement, death while in employment or on termination of employment of an amount

215

equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date. The following table sets out the funded status of the gratuity plan and the amount recognised by the company's financial statements as at March 31, 2009.

Particulars Rs. In Lakhs i Change in benefit obligations: Projected benefit obligation, beginning of the year 4.31 Service Cost 0.66 Interest Cost 0.34 Actuarial Gain (0.56) Benefits Paid 0.00

Projected benefit obligation, end of the year 4.75 ii Change in plan assets:

Fair value of plan assets, at the beginning of the year 2.56 Expected return on plan assets 0.21 Employer's contribution 0.56 Benefit Paid 0.00 Actuarial gain 0.05 Fair value of plan assets, end of the year 3.38 iii Net gratuity cost for the year ended Service Cost 0.66 Interest of defined benefit obligation 0.34 Expected return on plan assets (0.21) Net actuarial gain recognised in the year (0.62) Net gratuity cost 0.17 Actual Return on plan assets 0.26 iv Assumption used in accounting for the gratuity plan: Discount rate 8.00% Salary Escalation rate 7.00% Expected rate of return on plan assets 8.00% v Amount recognised in the Balance Sheet Liability at the end of the year 4.75 Fair Value of Plan Assets at the end of year 3.38 Amount to be recognised in Balance Sheet 1.37 Less: Paid to LIC on 31/03/2009 0.00 Amount as liability in Balance Sheet 1.37

vi Transitional Liability As per Accounting Standard 15 Transitional liability as on

01/04/2008 comes as under

216

Obligation as on 01/04/2008 4.31 Less Value of plan assets as on 01/04/2008 2.56 Balance Transitional Gratuity liability as on 01/04/2008 1.75 Transitional Gratuity liability net of tax charge to General Reserve 1.21

14 Related Party Disclosure

Name of the Party Nature of Relationship (A) Particulars of Holding Company JMC Projects (India) Ltd. Holding Company Kaplpataru Power Transmission Ltd. Holding Company

of Holding Company

(B) Key Management Personnel (1) Mr. Hemant Modi Director (2) Mr. Suhas Joshi Director (3) Mrs. Sonal Modi Director (4) Mr. Kamal Jain Director (c) Transaction with Holding Company (Rs. in Lakhs)

Particulars Holding Company

Sales of Materials 131.31 Income Earned on Services Rendered 118.99 Outstanding balance included in Sundry Debtors 24.40 Guarantee Given by Holding Company 151.07

15 Quantitative information as required under para3, 4C and 4D of part II of Schedule VI are as

under: (Quantity in Ton)

For the Year

ended on March 31,

2009

For the Year ended on March 31, 2008

For the Year

ended on March

31, 2007

For the 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 a. Installed Capacity 244000 244000 120000 120000 120000

( Based on 305 Working days, 8 hours Single Shift / Day @ 100 TPH / 50 TPH)

p.a. p.a. p.a. p.a. p.a.

217

b. Actual Production

( Quantity in Ton )

For the Year

ended on March 31,

2009

For the Year ended on March 31, 2008

For the Year

ended on March

31, 2007

For the 6 months

ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Rubble 286206 321154 154648 156336 376912Kapchi 63301 70891 40304 50912 152868Grit 38530 44664 8260 28968 47208Metal 72315 85339 35912 17892 53280Dust 53998 60595 22044 24896 61620

c. Turnover

Product Value

(Rs.) Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

For the Year

ended on March 31,

2009

For the Year ended

on March

31, 2009

For the Year

ended on March

31, 2008

For the Year ended

on March

31, 2008

For the Year ended

on March

31, 2007

For the Year ended

on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005

For the 18 months

ended on September

30, 2005

Rubble 8,730,158 72167 6567463 55824 6789477 63136 2900060 25800 4947408 362608

Kapchi 13,433,133 63157 14226491 72171 7949782 42056 8687217 47904 22695637 153388

Grit 4,955,554 34399 5181813 39331 2323958 20960 2447722 18732 7490035 57328

Metal 11,713,683 72388 12614276 86402 5429898 37580 2367665 15696 6789765 53552

Dust 161,475 3391 749986 21453 650317 11592 393666 15604 2709089 71212

Others 2,135,618 12501 22917 149 0 0 0 0 0 0

d. Details of Trading Purchase

Product Value

(Rs.) Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

For the Year

ended on March 31,

2009

For the Year ended

on March

31, 2009

For the Year

ended on March

31, 2008

For the Year ended

on March

31, 2008

For the Year ended

on March

31, 2007

For the Year ended

on March

31, 2007

For the 6 months

ended on March

31, 2006

For the 6 months

ended on March

31, 2006

For the 18 months

ended on September

30, 2005

For the 18 months

ended on September

30, 2005

Kapchi - - - - - - - - 3,900 28

Grit - - - - 4,160 32 - - 103,818 1,044

Metal - - - - - - - - 69,000 576

Dust - - - - - - - - 353,407 11,836

e. Opening Stock

Product Value

(Rs.) Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.) Quantity (Tons)

218

As at March 31, 2009

As at March 31, 2009

As at March 31, 2008

As at March 31, 2008

As at March 31, 2007

As at March 31, 2007

As at March 31, 2006

As at March 31, 2006

As at September 30, 2005

As at September 30, 2005

Rubble 1,045,933 19,109 1,124,111 15,268 1,639,028 27,640 1,922,506 19,772 251,528 5,468

Kapchi 17,174 101 226,563 1,380 303,332 3,140 22,732 132 51,636 624

Grit 1,217,686 7,161 162,536 988 1,318,822 13,652 588,194 3,416 1,033,713 12,492

Metal 68,868 405 241,507 1,468 372,499 3,856 285,833 1,660 112,209 1,356

Dust 389,190 12,973 908,640 22,716 91,980 12,264 148,600 2,972 60,242 728

f. Closing Stock

Product Value (Rs.) Quantity

(Tons) Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.)

Quantity (Tons)

Value (Rs.) Quantity (Tons)

As at March 31, 2009

As at March 31, 2009

As at March 31, 2008

As at March 31, 2008

As at March 31, 2007

As at March 31, 2007

As at March 31, 2006

As at March 31, 2006

As at September 30, 2005

As at September 30, 2005

Rubble 324,902 5,005 1,045,933 19,109 1,124,111 15,268 1,639,028 27,640 1,922,506 19,772

Kapchi 50,430 244 17,174 101 226,563 1,380 303,332 3,140 22,732 132

Grit 2,333,819 11,292 1,217,686 7,161 162,536 988 1,318,822 13,652 588,194 3,416

Metal 68,411 331 68,868 405 241,507 1,468 372,499 3,856 285,833 1,660

Dust 858,270 858,270 389,190 12,973 908,640 22,716 91,980 12,264 148,600 2,972

16 Auditor's Remuneration includes:

Particulars

For the Year ended on

March 31, 2009

For the Year ended on

March 31, 2008

For the Year ended on

March 31, 2007

For the 6 months ended on March 31,

2006

For the 18 months ended on September

30, 2005 Audit fees 57,908 39,326 31,120 25,000 40,000 Tax Audit & Income Tax Matters

- - - - -

Total : 57,908 39,326 31,120 25,000 40,000 17 The basic & diluted earnings per share are

Particulars

For the Year ended on

March 31, 2009

For the Year ended on

March 31, 2008

For the Year ended on

March 31, 2007

For the 6 months ended on March 31,

2006

For the 18 months

ended on September

30, 2005 Net profit/(loss) with exceptional item (Rs.in 000’s) (a)

574 (979) (2,687) 428 803

Net profit/(loss) without exceptional item (Rs.in 000’s) (b)

574 (979) (2,687) 348 803

No. of Equity Shares (000’s) (c)

500 500 500 500 500

219

Basic & Diluted EPS with exceptional Item (Rs.) (a/c)

1.15 (1.96) (5.37) 0.86 1.61

Basic & Diluted EPS without exceptional Item (Rs.) (b/c)

1.15 (1.96) (5.37) 0.70 1.61

Nominal value of shares (500,000 Equity Shares of Rs.10/- each ) (Rs.in 000’s)

5,000 5,000 5,000 5,000 5,000

220

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussions of financial condition and results of operations together with audited restated unconsolidated financial statement for the years ended on March 31, 2009, March 31, 2008, March 31, 2007 and period of six months ended on March 31, 2006 and eighteen months ended on September 30, 2005 under Indian GAAP including scheduled, annexure and notes thereto and the reports thereon, which appear on page 100 in this Letter of Offer. These financial statements are prepared in accordance with Indian GAAP, the Companies Act and SEBI Guidelines. Overview of the Business Since 1986, the Company has been engaged in the construction of industrial, commercial, institutional and residential buildings. Presently, the major areas of operation of the Company are industrial plants which include automobiles, textiles, heavy engineering, chemicals, cement, pharmaceuticals, sugar, power plants, consumer durables, aluminum etc.; buildings comprising commercial complexes, malls, hospitals, software parks, hotels, educational institutes, sports complex etc. and infrastructure projects involving construction of roads, bridges, urban infrastructure projects, railway terminus, water & sewerage pipelines etc. Over the years the Company has established its presence in the Western, Southern and Northern parts of the country and it has expanded geographical spread in Eastern part of the country during the last one year. The Company is ranked the sixth fastest growing company and has been included in the top seven among the building and factory construction companies in India (Source: Business Today; June 15, 2008 edition). The Company has been pre-qualified for NHAI road project upto Rs. 3,12,300 lakhs on stand alone basis. The enhanced bidding capacity is going to contribute towards the future growth of the Company. The Company has been successful in getting orders from prestigious clients due to its commitment towards customer satisfaction through engineering excellence and quality construction. The Company is certified under ISO 9001:2000 quality system by TUV Management Services of Germany. Compliance with high degree of safety standards has been one of the key drivers at work. Significant developments subsequent to the last financial year The Directors of the Company confirm that in their opinion, no circumstances have arisen since the date of the last financial statements as disclosed in the Letter of Offer and which materially and adversely affect or is likely to affect the trading or profitability of the Company, or the value of its assets, or its ability to pay its liabilities within the next twelve months. Factors that may affect Results of the Operations The following developments may have material and adverse effect on the business and profitability of the Company:

(a) Increase in prices of major inputs such as steel, cement and petroleum products

To the extent possible, the Company has decided to avoid fixed price contracts and preferably pursue those projects where either steel / cement is supplied by the client free of charge or at basic rate or price escalation is provided in the contract. This will enable the Company to minimize the impact of adverse price fluctuations in the future. The Company also ensures the supply of these materials directly from the manufacturer and enters into MOU / Project specific Rate contracts.

221

(b) Exchange rate variations can have an sever impact on the cost estimates

The Company has been importing raw materials & capital goods depending on the project requirements. This involves risk of exchange rate variations. In cases where the Company does not take forward cover to protect against major unfavorable variations in the exchange rate, high volatility in exchange rate may have some adverse impact on cost estimates and thereby financial performance of the Company.

(c) Increasing competition in the construction industry

To face the challenges posed by the increasing competition, the Company has adopted quite a selective approach in pursuing new business with adequate focus on risk-return analysis. The Company identifies the new business areas and geographical locations for expansion thereby building up its order book.

(d) Change in political and regulatory environment:

The changes in fiscal and monetary policies of governments, inflation, deflation, tax rates and other matters could significantly influence the results of operations of the business. Change in focus of the Government and its policies on particular sectors can also have an impact on the business of the Company.

(e) General economic and business conditions Global recession and overall economic slowdown could have a negative impact on the construction and real estate business and in turn on the operations of the Company.

Overview of Income and Expenditure Income Income comprises of contract receipts (turnover), other income and net increase / (decrease) in Work in Progress. Contract Receipts Contract receipts consist of income from construction activities. Running account bills for work completed are recognized on percentage of completion method based on completion of physical proportion of the contract work. Other Income Other income comprises of income from interest, profit from joint ventures, rentals on machineries, insurance claims, profit on sale of assets and miscellaneous receipts like sale of scrap materials etc. Expenditure Expenditure consists of cost of materials, work charges, construction expenses, employee cost, other expenses, depreciation and interest and finance charges.

222

Cost of materials Cost of material primarily includes cost of material consumed such as steel, cement, and other materials used in the construction activities. Work charges Work charges include cost incurred towards labour charges and composite work charges i.e. sub-contracts with material & labour on back to back basis. Construction Expenses Construction expenses include repairs and maintenance, electricity & fuel charges, rent and hire charges, Site infrastructure exp., defect liability exp. etc. Employee Cost Employee cost includes employee compensation such as salaries, wages, bonuses, gratuities and other statutory benefits paid. Other Expenses Other expenses primarily consists of administrative expenses such as traveling, conveyance, insurance, printing and stationery, office rent, office expenses, advertisement expenses, professional and legal charges, auditor’s remuneration and other miscellaneous expenses. Interest and Finance Charges The interest component consists of interest on term loan and working capital borrowings. Finance charges include letter of credit charges, bank guarantee and other commissions. Depreciation Depreciation is provided on a straight line method (except for fixed assets used in activity of mining at written down value method). The depreciation on assets is provided at the rates prescribed in schedule XIV of the Companies act, 1956 on pro-rata basis except that considering the useful life based on technical evaluation made by the management, higher rate than the prescribed rates are applied on a few Shuttering items of machinery @ 30%, on Office Equipments @ 12.5%, on all Vehicles @ 15% and on remaining Plant and Machineries which are acquired on or after October 1, 2005 @ 12.5% and. Discussion on Results of Operations of JMC Projects (India) Limited

Results of Operation

(Rs. lakhs) Particulars For the year ended

March 31, 2009 For the year ended

March 31, 2008 For the year ended

March 31, 2007 For six months ended

March 31, 2006

Rs. % of turnover

Rs. % of turnover

Rs. % of turnover

Rs. % of turnover

INCOME

223

Contract Receipts (Turnover)

130898.53 100.00 91498.18 100.00 50021.29 100.00 14199.62 100.00

Other Income 1045.84 0.80

564.16 0.62 173.45 0.35 131.40 0.93

TOTAL 131944.37 92062.34 50194.74 14331.02 EXPENDITURE Material Consumption 57915.47 44.24 41795.39 45.68 21661.73 43.31 7106.63 50.05

Work Charges 34254.98 26.17 22978.71 25.11 15120.49 30.23 3077.41 21.67 Construction Expenses 12428.96 9.50 8720.24 9.53 3572.88 7.14 1329.83 9.37 Employee Cost 8868.24 6.77 6069.3 6.63 3108.36 6.21 1018.36 7.17 Other General & Administrative Expenses

7052.53 5.39 4818.37 5.27 2497.91 4.99 879.84 6.20

Profit before Interest, Depreciation, Tax and exceptional items

11424.19 8.73 7680.33 8.39 4233.37 8.46 918.95 6.47

Interest & Finance Charges

3245.96 2.48 1255.96 1.37 1018.03 2.04 493.1 3.47

Profit / (Loss) before Depreciation, Tax & exceptional items

8178.23 6.25 6424.37 7.02 3215.34 6.43 425.85 3.00

Depreciation 2983.36 2.28 1654.99 1.81 686.52 1.37 201.04 1.42 Profit / (Loss) before Tax

5194.87 3.97 4769.38 5.21 2528.82 5.06 224.81 1.58

Tax (current year) 1811.32 1.38 1290.58 1.41 28.26 0.06 0.00 0.00

Deferred Tax -369.56 (0.28) 341.43 0.37 853.6 1.71 75.14 0.53 Fringe Benefit Tax 77.00 0.06 65.78 0.07 41.49 0.08 18.18 0.13 Net Profit / (Loss) for the year / period

3676.11 2.81 3071.59 3.36 1605.47 3.21 131.49 0.93

FY 2008-09 compared to FY 2007-08 Revenues The Company has achieved total Contract Receipts of Rs. 130898.53 Lakhs for Financial Year 2008-09 reflecting growth of over 43% over the previous year. The major reasons for this achievement was execution of some of the fast track projects during the year.

Other Income

Other Income has increased over 85% from Rs. 564.16 Lakhs in FY 2008-09 to Rs.1045.84 Lakhs, primarily on account of increase in income in respect of profit from Joint ventures, sale of scrap and write back of liabilities.

Operating Margin Operating margin i.e. Profit before Depreciation, Interest and Taxes (PBDIT) as a % of Contract Receipts has marginally improved and stood at 8.73% for FY 2008-09 as compared to 8.39% during previous year. This is due to some reduction in material cost in the last two quarters of the year. Costs & Expenses

224

Cost of Material Cost of material has increased from Rs. 41,795.39 Lakhs in the FY 2007-08 to Rs. 57915.47 Lakhs., an increase of approx. 39% over the previous year. However as a percentage of turnover it has reduced from 45.68% to 44.24%. The decrease in cost of materials is mainly due to marginal reduction in price of steel, cement, bitumen etc. during the current year as compared to the previous year.

Work Charges Work charges have increased from Rs. 22978.71 Lakhs in the FY 2007-08 to Rs. 34254.98 Lakhs. Work charges as a % of turnover has marginally increased from 25.11% in previous year to 26.17% in the current year. This is due to higher composition of turnover of few projects where proportion of composite work charges is relatively higher as compared to other projects. Construction Expenses The construction expenses have increased from Rs.8720.24 Lakhs. in the FY 2007-08 to Rs.12428.96 Lakhs in FY 2008-09. These expenses as a % of turnover during the current year have remained constant in line with the previous year.

Employee Costs The employee cost as a % of Contract Receipts has gone up from 6.63 % in Financial Year 2007-08 to 6.77% in the Financial Year 2008-09 mainly due to increase in manpower strength and increase in the average remuneration per employee. A net amount of Rs. 58.86 Lakhs has been charged to Profit & Loss Account of the current year as employee compensation in respect of Employee Stock Options (ESOP). Other Expenses Other expenses include General and Administrative expenses such as traveling and conveyance, communications, security, insurance, IT expenses, sundry expenses, rates and taxes, professional and legal charges, bad debts etc. Other expenses as a % of Contract Receipts has marginally increased from 5.27 % in FY 2007-08 to 5.39% in FY 2008-09 mainly due to increase in Rates and taxes. Interest & Finance charges Interest and finance charges as a % of Contract Receipts have gone up from 1.37% in FY 2007-08 to 2.48% in FY 2008-09. The increase in the rate of interest, delay in collection of few receivables and increase in the term loans are the major factors which have contributed to additional interest cost. Depreciation Depreciation cost as a % of Contract Receipts has gone up from 1.81% in FY 2007-08 to 2.28% in FY 2008-09 primarily due to additional capital investment. The Company had to make substantial investment in plant & machinery for timely execution of infrastructure and fast track building projects. Having regard to useful economic life, the Company has charged accelerated rate of depreciation in respect specialized shuttering equipments (classified under Plant & Machinery) which has also resulted into higher charge of depreciation during the current year.

225

Taxes on Income and Deferred Tax provision The Company has created Deferred Tax Asset of Rs. 369.56 Lakhs and credited in the Profit and Loss A/c for FY 2008-09. As on 31st March, 2009, the balance of deferred tax liability stood at Rs. 770.01 Lakhs. Fringe Benefit Tax The Company has ascertained and provided Rs. 77.00 Lakhs as Fringe Benefit Tax for the current financial year and the same is separately reflected in the Profit and Loss Account. FY 2007-08 compared to FY 2006-07 Revenues The turnover for the year ended March 31, 2008 was Rs. 91498.18 lakhs recording a growth of around 83% over the turnover for the year ended March 31, 2007. The increase in turnover is due to the strong order book position of the Company. The opening balance of the order book was Rs.116190 lakhs and during the year the Company received new projects of value approximately Rs.184130 lakhs. Other Income Other income increased from Rs. 173.45 lakhs in the FY 2006-07 to Rs. 564.16 lakhs in FY 2007-08 on account of higher income from interest on margin money deposits, sale of scrap, insurance claims and profits from project specific joint ventures. Operating Margin Operating Margin increased from Rs. 4233.37 lakhs in the FY 2006-07 to Rs. 7680.33 lakhs in the FY 2007-08, however as a percentage of the turnover it remained at 8.39% in FY 2007 - 08as compared to 8.46% in FY 2006-07. Cost & Expenses Cost of Material Cost of material has increased from Rs. 21,661.73 lakhs in the FY 2006-07 to Rs. 41,795.39 lakhs in the FY 2007-08, an increase of approx. 93% over the previous year. However as a percentage of income it has increased from 43.31% to 45.68%. The increase in cost of materials is mainly due to increase in price of steel, cement, bitumen etc. Work Charges Work charges have increased from Rs. 15120.49 lakhs in the FY 2006-07 to Rs. 22978.71 lakhs in the FY 2007-08 However, work charges as a percentage of Income has improved from 30.23% to 25.11% . This is due to higher composition of turnover of infrastructure projects where proportion of work charges is relatively lower as compared to other projects. Construction Expenses The construction expenses have increased from Rs. 3572.88 lakhs in the FY 2006-07 to Rs.8720.24 lakhs in the FY 2007-08. These expenses have increased mainly due to increase in machinery repairs and

226

maintenance charges, electricity charges, equipment rental charges, site infrastructure expenses and security expenses. Employee Costs Employee cost has increased from Rs. 3108.36 lakhs in the FY 2006-07 to Rs. 6069.30 lakhs in the FY 2007-08 indicating an increase of 95% over the previous year cost. It has also marginally increased as a percentage of income from 6.21% to 6.63%. The increase in cost is due to the increase in average manpower strength from 1140 in the FY 2006-07 to 1871 in the FY 2007-08 and increase in the average remuneration per employee. A sum of Rs. 55 lakhs has been charged as employee compensation in respect of ESOP. During the FY 2007 - 08 the Company has also provided additional expense of Rs. 102.50 lakhs towards accrued liability of gratuity. Other Expenses Other Expenses increased from Rs. 2497.91 lakhs in the FY 2006-07 to Rs. 4818.37 lakhs in the FY 2007-08 i.e. 92.90% increase over the previous year. However as a percentage of Income it has marginally increased from 4.99% to 5.27%. This increase is mainly due to increase in taxes and duties, professional & legal charges and bad debts write-off. Interest & Finance Charges Interest and finance charges as a percentage of income has reduced from 2.04% in the FY 2006-07 to 1.37% in the FY 2007-08. This is due to infusion of funds through issue of preference shares, improvement in collection cycle, reduction in margin money and bank guarantee commission and conversion of rupee denominated working capital into FCNR (B) loan thereby reducing the interest cost. Depreciation Depreciation has increased from Rs. 686.52 lakhs in the FY 2006-07 to Rs. 1654.99 lakhs in the FY 2007-08 indicating 141% increase over the previous year. This increase is due to substantial investment made in plant and machinery by the Company. The additions to gross block during the year were Rs. 10957.66 lakhs to ensure timely execution of infrastructure and building projects. During the FY 2007-08 the Company also has charged an accelerated rate of depreciation for vehicles and plant and machinery which has resulted into higher charge of depreciation. FY 2006-07 compared to the period 2005-06. The users of Financial statements are requested to a take note that the figures for Financial Year 2006-07 comprises of a period of twelve months i.e. April 1, 2006 – March 31, 2007, where as the figures for the period 2005-06 comprises a period of six months i.e. October 1, 2005 – March 31, 2006. Hence, the figures between these two periods are not comparable in absolute terms. Results of Operations Revenues The Company has achieved major milestone in terms of turnover which stood at Rs. 50021.29 lakhs for the FY 2006-07. The turnover for the FY 2006-07 has gone up by 76% compared to the period 2005-06 on annualized basis. The major reasons for this increase are good order backlog position of Rs. 79580 lakhs at the beginning of the financial year and execution of few high value fast track projects during the FY 2006-07.

227

Other Income Other Income has increased from Rs. 131.40 lakhs in the period 2005-06 to Rs. 173.45 lakhs in the FY 2006-07. Income from interest on margin money deposits and sale of scrap has contributed to increase in other income for the FY 2006-07. Cost & Expenses Cost of Material Cost of material as percentage of income has reduced from Rs. 50.05% in the period 2005-06 to 43.31% in the FY 2006-07. The decrease in cost of materials is mainly due to change in the mix of orders and nature of projects where steel / cement is supplied by client on free of cost basis. During the year, the Company also executed few orders having reasonably better margin resulting into improvement in cost of materials consumed. Work Charges Work charges as percentage of income has increased from 21.67% in the period 2005-06 to 30.23% in the FY 2006-07 mainly due to increase in some of the labour oriented jobs where steel/ cement were supplied by client on free of charge basis. Construction Expenses The construction expenses has declined from 9.37% in the period 2005-06 to 7.14% in the FY 2006-07 mainly due to reduction in machinery rentals, repairs charges and power & fuel charges. The Company also achieved leverage in terms of better absorption of some of the fixed expenses due to major increase in turnover during the FY 2006-07. Operating Margin Operating margin i.e. Profit before Depreciation, Interest and Taxes (PBDIT) as a percentage of Turnover has improved from 6.47% in the period 2005-06 to 8.46% in the FY 2006-07. This is mainly due to better margins in industrial and building projects, increase in average size of the project resulting into better economies of scale, considerable reduction in hire charges of machinery and equipments due to additional investments in owned equipments, and initiatives taken for rigorous operational controls and project monitoring. The adequacy of price variations clause in majority of the contracts have also protected the margins against adverse changes in the cost of critical inputs.

Employee Costs The manpower costs as a percentage of Turnover has come down from 7.17% in the period 2005-06 to 6.21% in the FY 2006-07 due to increase in overall productivity. The total number of employees has increased from 957 in March, 06 to 1400 in March, 07. Other Expenses Other expenses include General and administrative expenses such as traveling and conveyance, communications, security, insurance, IT expenses, sundry expenses., rates and taxes, professional and legal charges etc. Other expenses in absolute value has gone up from Rs. 879.84 lakhs in the period

228

2005-06 to Rs. 2497.91 lakhs in the FY 2006-07 mainly due to increase in insurance expenses, office rent, security expenses, legal and professional charges and loss on sale / scrap of assets . However as a percentage of turnover, total other expenses have reduced from 6.20% in the period 2005-06 to 4.99% in the FY 2006-07. Interest & Finance charges Interest and finance charges as a percentage turnover have improved from 3.47% in the period 2005-06 to 2.04% during the FY 2006-07. Infusion of fresh equity through Rights Issue and conversion of warrants, improvement in collection cycle, reduction in average borrowings, reduction in margin money and commission on bank guarantees and conversion of Rupee denominated working capital into FCNR(B) loan have helped the Company in containing the interest cost. Depreciation Depreciation cost as a percentage of Turnover has reduced from 1.42% in the period 2005-06 to 1.37% during the FY 2006-07 showing marginal improvement. The Company had to make substantial investment in plant & machinery required for execution of infrastructure and building projects. The Company has started charging accelerated rate of depreciation in respect of machineries / equipments purchased after October, 2005 so as to charge-off the assets within its useful life. Taxes on Income and Deferred Tax provision The Company has created Deferred Tax Liability of Rs. 853.60 lakhs and debited the same in the Profit and Loss A/c for FY 2006-07. As on March 31, 2007, the balance of deferred tax liability stood at Rs. 833.00 lakhs. For the FY 2006-07, the Company has provided for Rs.113 lakhs as Minimum Alternate Tax (MAT) under section 115JB of the Income Tax Act, 1961. In view of the virtual certainty that the Company will be paying normal income tax in the subsequent years, the Company is eligible for MAT credit entitlement of Rs. 85 lakhs against total MAT liability of Rs. 113 lakhs. Fringe Benefit Tax The Company has ascertained and provided Rs. 41.49 lakhs as Fringe Benefit Tax for the FY 2006-07 and the same is separately reflected in the Profit and Loss Account. An analysis of reasons for the changes in significant items of income and expenditure is given hereunder: Unusual or infrequent events or transactions: There have been no unusual or infrequent transactions that have taken place during the last three years. Significant Economic changes that materially affected or are likely to affect income from continuing operations: Any major changes in policies of the Government would have significant impact on the profitability of the Company.

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Except the above, there are no significant economic changes that may materially affect or are likely to affect income from continuing operations. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations: Apart from the risks as disclosed in Risk Factors on page viii of this Letter of Offer, there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known: The material cost, work charges and construction expenses contribute 80%-85% of the total revenue. Any significant change in the above cost components will change the relationship between cost and revenue. Keeping in mind the volatility of the cost components involved escalation costs are in built in the tenders quoted for contracts. The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices: The increase in revenue is due to increase in the order book position. Total turnover of each major industry segment in which the Company operated: The Company is operating only in one segment namely the construction industry. However, there are no published data available to the Company for total turnover of the Construction Industry. The extent to which business is seasonal: The business of the Company is not seasonal in nature. However, the construction activities are affected sometimes, due to heavy rains and adverse weather conditions. Any significant dependence on a single or few suppliers or customers: The Company sources its raw materials from a set of known suppliers and is not under threat from excessive dependence on any single supplier. Moreover, in some cases the raw material is supplied by the clients. The Company has a diversified client base as it is engaged in construction activities for roads, bus terminus, infrastructure, institutional & industrial complexes, multiplexes and residential buildings catering to both PSUs and private sector and hence there is no dependence on any single customer. Competitive conditions The Company faces stiff competition from larger and well-established players. The Company is moderate in size compared to the market leaders, which acts as deterrent for very large projects. However, the Company had bid for large projects in the past and bagged a few large projects in spite of big companies in the fray. Material Development after the date of the latest Balance Sheet There are no material developments after the date of the latest Balance Sheet.

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UNAUDITED WORKING RESULTS Information relating to the Company sales, gross profit etc., as required by Government letter No. F2/5/SE/76 dated February 5, 1977 read with the amendments of even No. dated March 8, 1977 is as under: Unaudited Working Results for the period April 1, 2009 to June 30, 2009 Particulars Rs. Lakhs Net sales / Income from operations (Contract receipts) 28813.00Other income 401.95Total expenditure 26861.10Interest 609.06Profit/ (loss) before depreciation and tax 1744.79Depreciation 839.65Profit / (loss) before tax 905.14Provision for tax 255.82Net profit / (loss) 649.32

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OUTSTANDING LITIGATIONS AND DEFAULTS

A. PROCEEDINGS INVOLVING JMC PROJECTS (INDIA) LIMITED (JMC)

I. Notices received by JMC Sr. No.

Noticer’s Name

Date of Notice

Claim Amount (Rs.

in lacs) (Rounded

off)

Charges / Allegations

Brief details of the case

1. Shiva Buildtech Pvt. Ltd. (SBPL)

02.06.04 6.00 alongwith interest @ 18% per

annum since December

2002

• Non payment of outstanding dues

SBPL was the contractor for constructing the internal roads at a site at Gurgaon. SBPL raised bills against the work done by it. SBPL issued a notice dated 2.6.2004 for release of its dues. JMC replied to the said Notice on 29.7.2004, inter alia, disputing the amount so claimed and called upon SBPL for reconciliation of accounts. There has been no further development thereafter.

2. M/s Victor India (VI)

17.01.05 Aggregate amount of

12.64

• Recovery of outstanding dues

VI was awarded fabrication and erection work by JMC. VI issued a notice dated 17.1.2005 under section 433 and 434 of the Companies Act, 1956 for outstanding amount, allegedly on account of unpaid bills. JMC replied to the said notice on 26.2.2005 denying the allegations made by VI and further denying that any amount is payable. JMC has, in its reply, contended that an amount of Rs. 7,39,425/- is recoverable on account of over-payment to VI. There has been no further development thereafter.

3.

M/s AOS Systems (AOS)

21.04.03 5.84 alongwith interest @ 18% per

annum till payment

• Wrongful termination of contract

• Recovery of outstanding dues

AOS was awarded an order by JMC for supply of goods / materials. But due to defect in the goods/materials installed by AOS, AOS was asked to rectify the same by JMC. Due to non-compliance by AOS, JMC cancelled the order vide letter dated 20.2.03. In response, AOS gave a notice dated 21.04.03 calling upon JMC to pay alleged outstanding bill

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amounts. JMC replied to the said notice vide letter dated 14.05.2003 denying the contents and allegations of the notice. AOS, vide letter dated 21.5.2003 replied reiterating its demand. JMC gave further reply vide letter dated 19.7.2003 to AOS denying the liability. JMC has thereafter, vide its letters dated 19.2.2004 and 3.5.2004, asked AOS to remove the defective goods /materials supplied at the site, failing which, JMC would be constrained to dispose of the same at the risk and cost of AOS. Subsequently, JMC has returned back the said goods to AOS.

4. T. Arjun Singh (Mr. Singh)

24.09.04 3.35 • Non Release of outstanding dues

• Some amounts wrongly debited by JMC without clarifications

• Non reimburse-ment of the compensati-on by JMC paid for the death of labourer at site by Mr. Singh.

Mr. Singh had done works at certain sites. As per Mr. Singh, the payments under different heads were not made to him by JMC. As a consequence, Mr. Singh gave a notice dated 24.9.2004 for payment of the alleged outstanding amounts.

5. M/s Ganapathy Electrical Engineering Company (Gana- pathy)

12.10.04 1.34 alongwith interest @ 18% per

annum from due date

• Non payment of outstanding amounts.

Ganapathy carried out electrical works at one of the sites. Ganapathy has given a notice for release of outstanding amounts. JMC has, vide its letter dated 15.03.2005, replied to the said notice, pointing out that as per discussions held between JMC and Ganapathy, the latter was to identify and mark the quantity and material described in their bill, to enable JMC to process their claim. Vide its letter dated 16.5.2005, to JMC, Ganapathy has stated that Rs.1,34,026/- is balance outstanding and has further requested for payment of the same.

6.

Bharati Cellular

16.07.05 0.25 Notice for conciliation under

BCL has alleged that an amount of Rs. 24,533.16 (after adjusting

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Limited (BCL) provisions of Arbitration & Conciliation Act, 1996, seeking conciliation for dispute regarding non payment of outstanding amount.

deposit, if any) is due and payable by JMC to BCL and that BCL had issued several reminders on this behalf. Vide the said letter, BCL sought conciliation in this regard on 08.08.2005, failing which BCL has threatened to initiate legal action.

JMC has replied, vide its letter dated 13.08.2005, inter alia, denying any balance due to BCL as also the alleged correspondence.

7. Bharati Cellular Limited (BCL)

15.07.05 0.14 Notice under section 405, 406 & 420 of Indian Penal Code, 1860 relating to non payment of outstanding amount.

BCL has alleged that an amount of Rs. 13,845.13/- (after adjusting deposit, if any) is due and payable by JMC to BCL. Vide the said letter, BCL has called on JMC to pay the said amount within 7 days from the date of receipt of the notice, failing which, it shall initiate civil and criminal proceedings including orders for attaching income of JMC.

JMC has replied, vide its letter dated 13.08.2005, interalia, denying that the said connection was ever availed by JMC and has further contended that no balance is due as alleged.

8. New S. Kumar Roadlines (SK)

24.09.05 0.21 alongwith the

running interest @

18% from 7th July’ 05

Notice for recovery of outstanding amount

SK claims to have been awarded work order, whereunder, it had carried out transportation of certain goods consignments and claims that an amount of Rs. 21,000/- is outstanding since July-2005. Vide the said notice SK has called on JMC to pay the said amount alongwith running interest @ 18% from July-2005 within 7 days of the receipt of the notice.

JMC had sent its reply dated December 22, 2005 to SK’s advocate inter alia, denying the contents of the said notice as well as the alleged dues, by registered post AD. However, the said letter returned unserved. Therefore, JMC, vide its advocate’s letter dated December 31, 2005, forwarded a copy of the earlier reply, along with the copy of the Registered A. D. Slip, evidencing dispatch of the

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earlier reply to Mr. P. Sureshkumar Sharma, the Proprietor of SK.

9. Mr. P.L. Nachiappan. (PLN)

14.10.05 0.33 Alleged Non release of salary for March’02 and 14 days of salary of April ’02, local conveyance reimbursement from Jan’02 to April’02 @ 1250/- per month, leave travel allowance from 2000-01 to 2001-02, statutory bonus for 01-02, and notice cost.

PLN has stated that on account of his resignation due to family reasons, he has not received salary for the entire month for March’02 and 14 days of salary of April ’02, local conveyance reimbursement from Jan ’02 to April ’02 @ 1250/- per month, leave travel allowance for 2000-01 and 2001-02, statutory bonus for 01-02, and Rs. 1000 towards notice cost. JMC has vide its letter dated 25.11.2005 replied to the said notice whereby it has pointed out that vide its cheque no. 704988 dated 27.02.2003, JMC has already paid the net outstanding to the tune of Rs. 13,179/- and further that there are no dues of PLN outstanding against JMC.

10. Nrusingh Charan Swain (NCS)

11.11.05 0.48 Claim towards outstanding labour payment

NCS was a sub contractor under JMC at M/s. Pushpgiri Institute of Medical Science, Thiruvalla, Kerala and claims to have worked from 22.04.05 to 22.05.05 with 23 labourers. NCS claims that he was entitled to Rs. 53,700/- allegedly towards the payment of labour wages but was paid only Rs. 5,556/- on different occasions.

11. M/s Natcoms Hiring Services (NHS)

07.04.05 0.19 • Claims towards outstanding charges for hiring de-watering pump.

NHS alleges that JMC has hired de-watering pumps for work undertaken at Bandra, Mumbai, Mhape, Navi Mumbai, BSM Site and D.Y. Patil College, Nerul, Navi Mumbai. Bills certified by JMC to the extent of Rs.69,099/- have been part paid by JMC to the extent of Rs.50,500/- leaving balance of Rs.18,599/- as outstanding.

12. H. R. Construction (HRC)

18.01.06 6.46 plus interest @ 18% per annum

• Non payment of alleged balance amount of Rs. 45,909 and Rs. 6,00,000 on account of alleged outstandings on bills and on account of total

HRC was deployed by JMC for execution of work at the Indore Municipal Corporation Site for work pertaining to 1200 m.m. dia R.C.C. Bored Case in situ piles at Manik Baugh Railways Crossing Bridge Indore, which HRC claimed to be completed. HRC, alleging a joint meeting between P. Joshi and K. C. Goyal of JMC, claimed an

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idling of labour, respectively.

amount of Rs. 6 Lakhs towards idiling of labours.Furthermore, independent of claim based on meeting, it has claimed that an amount of Rs. 45,909/- is due towards outstanding on its bills and called upon to pay the said amounts within 7 days of receipt of the notice along with interest @ 18% from January 2005 together with costs of the notice at Rs. 500/-.

JMC, vide its reply dated May 6, 2006, whilst denying the allegations / contents of the notice, has indicated that the said amount of Rs. 6 Lakhs will be paid only if such claim is acceptable to Indore Municipal Corporation and that too after the payment from the Principal (i.e. Indore Municipal Corporation) is received and furthermore that the claim of Rs. 45,909/- needs reconciliation. HRC, vide its letter dated 12.07.2006, denied the stand of JMC stated in JMC’s letter dated 6.05.2006 and has reiterated its demand for payment of Rs.6 lakhs plus Rs.45,909/- and has stated that failing such payment, JMC shall be liable to pay interest @18% on the aforesaid sums. HRC has also stated that failing the receipt of payment from JMC, it shall file a suit for recovery for such amounts.

13. Messers Asian Heart Institute and Research Center (AHI)

21.03.06 NIL

• Notice calling on JMC inter alia to rectify / repair water proofing and leakage problems, due to alleged poor workmanship and use of alleged sub-standard construction material by JMC.

• Threat of initiating Criminal Action

AHI had retained the services of JMC for execution of Structural and Civil Works for the sub structure and super structure for Hospital Block, at Bandra (E), Mumbai. However, after completion of the work, AHI, alleging poor quality of work, has called on JMC to inter alia rectify / repair the alleged water proofing and leaking problems at various floors. It has alleged that JMC is liable for breach of contract, supposedly on account of poor workmanship and sub-standard construction material allegedly used by JMC. AHI has also alleged that JMC has committed criminal breach of trust and fraud / cheating under

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and approaching media, including the print, television and such other agencies, with the aforesaid issue.

sections 405, 406, 415, 417, 499 and 500 of the Indian Penal Code, 1908 and has threatened criminal action against JMC. JMC, vide its reply dated 12.4.2006 has denied its alleged liability and has contended that the works sought from JMC were not covered under the guarantee as they had occurred solely on account of decisions taken by AHI and for factors beyond purview and control of JMC. JMC has also stated that the waterproofing treatment has been damaged and tampered with by actions taken by AHI after completion of activity and hence the guarantee referred to by AHI has been rendered void. JMC has denied that it has committed breach of contract. JMC has stated that it had gone out of the way, though not bound contractually / legally, and had suggested remedial measures to address the problems faced by AHI. JMC has stated that the main cause for non commencement of the repair was the lack of taking a decision on the part of AHI. Furthermore, JMC has also cautioned AHI against false criminal litigation, and that such action shall be met with strong and appropriate resistance, entirely at the risk and cost of AHI. It has further cautioned AHI against the threatened false public maligning of JMC and that in such eventuality, JMC has stated that it shall be constrained to take appropriate and fitting action against AHI, including action for defamation. AHI, vide its letter dated 26.06.2006, has denied the contents of the reply by JMC and alleged that it had informed JMC of the leakages within reasonable time. AHI has also denied that it has done tampering of any kind on main terrace or on any of the floors. It has also denied that guarantee has become inoperative. It has called upon JMC to rectify/ repair the water proofing, failing which it has threatened to commence repair works by itself, as

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also initiate legal proceedings, both civil and criminal, at the risks and costs / liability of JMC. JMC thereafter on 4.6.2007 sent a reply to the counter reply of AHI and denied the contents thereof.

14. Office of the Regional Labour Commissioner I, New Delhi

16.03.06 1.32 • Claim towards non payment to Dilip Yadav & 13 others from 08.10.2005 to 06.02.2006

The subject notice has been issued by the Office of the Regional Labour CommissionI(C), New Delhi on receipt of complaint from one Mr. Dilip Yadav and others. In the said complaint, it has been alleged that Mr. Dilip Yadav and 13 others had not been paid a sum of Rs. 1,32,491, being the balance outstanding of their alleged dues for work done from 8.10.2005 to 6.2.2006 for work done by them towards the digging, etc. of Sewer lines for DMRC project from Moti Nagar to Tilak Nagar. The Labour Office, vide the subject notice, has called upon JMC to offer its comments and attend its office with records and registers related to the complaint. JMC, in this connection, has addressed a letter to M/s. AIM Construction (the Labour Contractor), with a copy marked to the Asst. Labour Commissioner, seeking the details of the dispute regarding the payment to the workers.

15. S. K. Nayak 10.12.05 0.95 • Non payment of alleged security deposits.

S. K. Nayak got certain work orders as PRW (Piece Rate Worker) on various site of JMC. Vide the notice, Mr. Nayak has contended that security deposit deducted from his bills has not been remitted to him and on this count he has claimed an aggregate amount of Rs. 95,463.45. JMC, vide its reply dated 05.01.2006 has contended that only a meger sum of Rs. 308 is outstanding in his account, which shall be released after Mr. Nayak’s acceptance of the same with no claim declaration as per the format.

16. M/s. Quality 3.10.07 6.09 • Recovery of QI was awarded certain work order

238

Intex (QI) alongwith interest @ 18% per annum

outstanding dues.

• Threat of initiating criminal and civil action including filing of winding up proceedings.

as per the letter of intent dated 7.9.2001 and work order dated 23.9.2001 of Aluminum and Fabrication Work for M/s. Saksheri Chemicals Limited (Saksheri) by JMC on back to back basis. Vide the notice through its advocate, QI has contended that invoices no. 84 dated 2.4.2002 and no.98 dated 28.5.2008 raised are not fully paid and an amount of Rs.6,09,365.88 is unpaid. JMC vide reply dated 21.3.2008, inter alia, denied the liability and has contended that due to poor workmanship and due to leakage through the aluminum windows in the monsoon Saksheri has suffered damages which made Saksheri to carry out rectification work. Saksheri has imposed upon JMC penalty due to the said loss and that since the work was awarded to QI on back to back basis, the penalty has been passed on to QI.

17. M/s. V. K. Trans Engineering Pvt. Ltd. (VK)

03.04.08 35 lacs • Notice for recovery of outstanding amount as well as asking to continue with the work.

VK was awarded the work for shifting, loading, transporting, erection / launching of pre-cast girders for the construction of flyover at Green Land Flyover Project, Hyderabad. In the said notice VK has, inter alia, alleged that due to failure of JMC to pay bills it is facing lot of problems. It is alleged in the notice that so far VK has incurred an amount of Rs.35 lacs on the project and the same are payable by JMC to VK. It was further alleged that VK has learnt that JMC’s aim is not to pay the said amount to it and to entrust the said work to some other agency. JMC has through its advocates letter dated 6.5.2008 responded to the said notice. In the said reply JMC has, inter alia, denied the allegations / claim raised by VK as the same being baseless and stated that the contract with VK was terminated by JMC vide letter dated 31.03.2007 as per the terms of the contract.

18. Avtar Singh Construction Company (p)

22.9.2008 50.24 alongwith

interest

• For recovery of outstanding

Avatar Singh was allotted work for Trichy, Madurai NH-45 B Road Project by JMC. In the said notice

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Ltd. (Avtar Singh)

@24% amount Avatar Singh has alleged that inspite of several reminders as well as assurance from various officers of JMC including Vice President and Managing Director, an amount of Rs.6,77,732/-, which was allegedly wrongly debited, was not released to him. He has further claimed that inspite of his request to return Bank Guarantee of Rs.20,00,000/-, refund security deposit amounting to Rs.43,46, 604/- JMC has not returned / refunded the same. Avatar Singh has therefore claimed an amount of Rs.50,24,336/- alongwith interest at the rate of 24% p.a. and also asked JMC to return Bank Guarantee of Rs.20 lacs within 15 days. JMC vide its reply dated 26.12.2008, inter alia, denied the contentions / liability raised in the notice and stated that the work referred in the notice were duly completed as per the terms and conditions. It is further stated that Avatar singh has neither submitted the final bill of his claim nor obtain the desired store clearance. It was further stated in the reply that Avatarsingh has committed the breach of the terms of the agreement and therefore is liable for liquidated damages as provided under the terms of the agreement. Avatar Singh vide letter dated 12.2.2009 responded to the reply of JMC dated 26.12.2008. In the said reply while denying the contentions raised in JMC’s reply, forwarded the final bill No.1 & 2 and stated that he is willing to settle the disputes and differences amicably with mutual negotiation and called upon JMC to release the total amount demanded vide notice dated 22.9.2008 and settle the bill within a period of 20 days in case of denial. It is further stated in the said reply that in case if JMC is not ready to make payment and settle the dispute amicably then he shall appoint Arbitrator within a period of 30

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days from the date of receipt of this request as per the terms of arbitration clause.

19. The Regional Director, Employee State Insurance Corporation, Ahmedabad (ESIC)

28.9.04 NIL • Non-submission of declaration forms under Regulation No. 11, 12 and 14 of the ESI (General) Regulations, 1950.

• Non-

submission of particulars in Form–01 as required under section 2A of the ESI Act, 1948 read with the ESI (General) Regulations, 1950.

• Non-submission of return of contribution under Regulation No. 31 of ESI (General) Regulations, 1950

A Show cause notice dated 28.9.2004 from the Office of the Regional Director, ESIC was received by JMC, Mr. I. K. Modi, Mr. Hemant Modi, Mr. Suhas Joshi, Mr. Arun Gandhi, Mr. N. K. Patel and Mr. Ajay Mehta who are stated to be the principal employers of the factory / establishment of JMC requiring JMC to show cause as to why they should not be prosecuted for the charges, under sections 85/85-A/85-C of the ESI Act, 1948. It is also stated that under section 85-B of the ESI Act, the Corporation is entitled to recover the amounts payable under the ESI Act from the Employers. JMC replied on 8.10.2004, inter alia giving detailed reasons for not providing the information to the Area Inspector. JMC requested that an officer be deputed for inspection. Pursuant thereto, ESIC officials conducted inspection on 4th, 5th and 13th April 2005 and called upon JMC for certain compliances which JMC abided by way of deposit of Rs. 1,06,351/- and Rs. 4,817/- on April 20, 2005 and April 30, 2005 respectively. Subsequently, JMC, vide its letter dated May 6, 2005, has brought to the notice of ESIC, the aforesaid compliances and has requested that the show cause notice dated September 28, 2004 be withdrawn.

20. Letter from the Office of the Assistant Labour Officer, Balugaon, Dist. Khurda, Orissa.

12.01.06 5.51 • Claim towards non payment of arrears to 60 workers.

The letter has been addressed to the Managing Director of JMC. The letter states that two groups of workers had filed separate complaints before the Office of the Assistant Labour Officer, Balugaon, Khurda alleging that the Labour Contractor, one Mr. Dhrub Guru, had not paid their wages to the tune of Rs.2,87,454 and Rs.2,63,942 in respect to the work done by them at Surya Park Site and the Digital Site

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of JMC, respectively. The notice further records that in course of inquiry / discussion, the Labour Contractor alleged that it had not received payment to the tune of Rs.6,48,550/- from JMC. The notice records that letters issued to Project Manager of JMC, forwarding details of alleged claims of the workers and the alleged dues of the Labour Contractor, remained unattended, and hence the subject letter. The letter calls upon JMC to look into the matter and send authorised representative, conversant with the facts accompanied by supportive documents to the office of the District Labour Office for finalizing the claim of the workers. It further records that in case such representative does not appear at the office of the Asst. Labour Officer, then it would be presumed that JMC has nothing to say in the matter and in that eventuality, appropriate further action shall be taken. JMC has thereafter addressed a letter to Mr. Dhruva Guru (the Labour Contractor), with a copy thereof marked to the Office of the Assitanct Labour Officer, Balugaon, Khurda, informing that JMC has settled all its payments and that a certain difference of payments to the tune of Rs. 10,322/- has also been deposited JMC has thereafter requested Mr. Guru to settle his labour dues. Thereafter JMC has written a letter dated 21.01.06 to the Assistant Labour Officer (Khurda) Bhubaneshwar, mentioning inter alia, that Rs. 10,322/- apart from the earlier payment, have been forwarded to the Labour Officer and that no further amount remains outstanding towards the said contractor. The said letter also states that the matter be dropped accordingly.

21. Office of the Senior Labour Inspector, 18th

11.04.05 NIL

• Non compliance of provisions relating to inter

Senior Labour Inspector, 14th Circle and 18th Circle and Labour Inspector, 18th Circle carried out an

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Circle, Bangalore.

state migrant labour

• Copies of forms etc., required to be filed in compliance of regulatory requirements concerning labour sought, on the assumption that such compliance has not been made.

inspection of the records pertaining to the labour, who were working with the JMC at its site at Banglore namely, M/s. RGA Software Systems (P) Ltd., Surya Sapphire, Surya Park-III, Banglore. The inspection report of the even date pointed out certain lapses by JMC under the Inter State Migrant Workmen Act, 1979, including but not limited to non availability of full wages and return journey fare to the (Inter State) Migrant Workmen as also the non availability of facilities such as drinking water, rest room etc. The report mentions of certain applications concerning Mr. Druva Guru (refer item no.A.I.20). Certain other records too were sought but apparently not produced. In pursuance of the said report dated 11.04.05, a notice of even date came to be issued whereby JMC was called on to produce records, mostly forms prescribed under legislations pertaining to contract labour and records pertaining to contract labour within 7 days of the date of the notice. JMC, vide its reply dated 05.05.2005 has stated that the principle employer has obtained certificate of registration from concerned Assistant Labour Commissioner and that JMC has obtained the contract labour license from the concerned Assistant Labour Commissioner. It has contended that it does not employ any Migrant Worker and therefore the issue of compliances of the requirement of Interstate Migrant Workmen Act does not arise. Furthermore, the letter states that various facilities, such as drinking water, rest room etc. are being provided to the labour. Vide a further letter dated 01.07.05, JMC has clarified that the claim of Dhruva Guru is exaggerated and that the mode of payment to Labour Contractor is on ‘piece rated’ basis and hence the question of overtime

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does not arise. JMC has reiterated that it does not employ any interstate migrant worker. Furthermore, a Demand Draft of Rs. 10,322/- being the amount of the difference of the minimum wages of the workers working at the site and amount actually paid was also forwarded to the Labour Officer with a request to distribute the same amongst the labour.

22 M/s. Metal Brites (MB)

04.05.06 7.53 plus interest @ 18% per annum and the cost of notice to the tune of Rs. 2,500/-

• Notice calling on JMC to pay alleged outstandings.

MB has alleged that it has completed aluminum and glass fabrication work at two projects undertaken by JMC at Chennai Mofussil Bus Terminal, Koyambedu (hereinafter, ‘CMB’) and National Institute of Fashion Technology, Taramani (hereinafter, ‘NFT’). However, the bills of MB, though raised, have not been cleared. MB has alleged that a balance of Rs.2,88,098 is due and payable out of the total amount payable for the bills in respect to CMB. It has also alleged that a sum of Rs.4,65,139 is payable out of the total amount payable for the bills in respect to NFT. Therefore, it has alleged that a total amount due to MB is Rs. 7,53,457/- (this alleged aggregate amount is wrongly mentioned in the notice as Rs.7,53,457/- instead of Rs.7,53,237/-). MB has also sought interest at the rate of 18% p.a. from the alleged due dates on which amounts as aforesaid allegedly became due along with cost of the notice to the tune of Rs.2,500/-. All of the aforesaid payments have been sought by MB within 15 days of the receipt of notice, failing which, MB has threatened to initiate legal proceedings, both civil and criminal. JMC vide its reply dated 5.07.2006, has replied to the said notice. JMC, by the said reply, has forwarded its Statement of Accounts for NFT and CMB, stating that the said Statement of Account has been prepared on the basis of detais given by MB. The said annexures also had reasons for differences. The reply states that its is JMC who is to

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recover Rs. 2,50,674/- for CMB work and is to pay Rs. 25,698/- towards NFT Work. Hence, as per JMC, the net recoverable amount from MB is Rs. 2,24,976/-.

II. OUTSTANDING LITIGATIONS filed against JMC.

(a) Civil Cases. Sr. No

Case No Parties Court / Place of Institution

Amount claimed (Rs. in (lacs) (Rounded off)

Brief details of the case

1. Special Civil Suit Nos. 5 & 6 of 2005

1. Hemant H. Sajnani V/s. JMC & anr.

2. Hemant

H. Sajnani V/s. JMC & anr.

Court of Civil Judge (S.D.) at Anjar, Kutch and Court of Civil Judge (S.D.) at Gandhidham

12.98 (being the aggregate amount in both the suits) with further interest @ 12% per annum on principal.

M/s. Victor India (VI) through its proprietor Mr. Sanjani (the Plaintiff), was awarded fabrication and erection work at different sites. The Plaintiff filed the present suits, inter alia, contending that the Plaintiff’s machineries have been illegally detained and for outstanding payments by JMC. Subsequently, pursis dated 10.2.05 for compromise regarding detention of machineries were filed in the said suits by the respective parties whereon the Court passed order dated 10.2.2005 granting the said pursis in both the suits. The Plaintiff, under the said orders, has been permitted to take away the machineries. The Plaintiff has made applications in each of the said suits under Order 38 Rule 5 of Civil Procedure Code, 1908 praying for deposit of claim amount or attachment of properties lying at the site described in the said Applications. Subsequent to the filing of said applications, JMC has filed an application for rejecting the plaint under Order 7 Rule 11 of Civil Procedure Code, 1908 in both the suits. VI has filed its reply to the said applications in both the suits whereby it has contended that the said applications filed by JMC are solely to delay the proceedings and have denied all the averments in the said applications and have prayed for dismissal of the said applications. During the pendency of this application, Special Civil Suit No. 5

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of 2005 has been transferred to Court of Civil Judge (S.D.) at Gandhidham. In Civil Suit No. 5 of 2005 the application under order 7, rule 11 was rejected on 10.5.2007. In application under order 38 rule 5 filed for attachment of the property in the Civil Suit No. 5 of 2005, the Hon’ble Court has passed the order directing JMC to furnish bank guarantee of Rs.6 lacs. JMC has, accordingly, furnished the bank guarantee of Rs.6 lacs. The matter is now kept for framing the issue. In Civil Suit No. 6 of 2005, the Hon’ble Court has passed an order to hear both the applications, i.e. application under order 7, rule 11 and an application under order 38, rule 5, with suit. The matter is now kept for framing the issue.

2. Special Civil Suit No. 658 of 2005

Congni-zant Technology Solutions India Pvt. Limited (CTS) V/s. JMC

The Court of Civil Judge Sr. Div. Pune, at Pune

NA (as the suit prayer is for declaration and permanent restrainment)

CTS had awarded a contract to JMC for construction of Civil and Plumbing works at the office building of CTS at Hinjawadi, Pune. Disputes arose between JMC and CTS in respect to the amount payable by CTS to JMC. CTS has therefore filed the subject suit seeking declaration that JMC is not entitled to claim more than an aggregate of Rs. 7,62,592/- from CTS for the aforesaid contract and further permanently restraining JMC from demanding any further amount from CTS. JMC has objected to the jurisdiction of the Court by an application dated 19.9.2005, preferred under Section 8 read with Section 5 of the Arbitration and Conciliation Act, 1996, contending inter alia, that in view of arbitration clause mentioned in the Contract Document, the disputes raised by CTS before the Court can only be adjudicated by an Arbitration Tribunal. Vide the said application, JMC has sought the disputes raised in the suit to be referred for arbitration. JMC also preferred an application for directing the Plaintiff to supply

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copies of certain documents on 7.10.2005. CTSL has not filed its reply to the application dated 7.10.2005.

3. Suit No. 29/06

M/s. Avtar Singh, Contractors (ASC) V/s. JMC

The Court of Additional District Judge, Delhi

3.30 along with pendentalite interest therein w.e.f. 01.04.06 and costs

ASC was awarded sub contract by JMC at M/s. Power Welfare Organization Site at Gurgaon, Haryana. It is alleged by ASC that in order to avoid delay in execution of the project, a 5% incentive was promised (quantified at Rs. 1,25,000/- approx) provided the work was completed in time. ASC alleges that the work was finished before time but JMC did not pay the promised incentive. Furthermore, of the amount alleged to be due after completion of the work, i.e. Rs.5,83,634/-, balance outstanding of Rs. 2,83,634 is allegedly due and payable and thus, a total amount of Rs. 4,08,634 was due and payable. Thereafter, it is alleged that on 15.09.04, ASC was handed over a cheque for an amount of Rs. 1,72,000/- vide cheque no. 213301 of the even date, as full and final amount payable. ASC had deposited the cheque and the cheque was cleared. ASC has denied that the matter was settled for the said amount of 1,72,000/- citing certain exchange of notices between the parties, wherein JMC has alleged that the account has been settled for all times to come. The suit is for the recovery of the alleged balance outstanding amount of Rs.2,64,216/-, along with interest amount of Rs. 65,389/- (@ 18% from the period of 15.09.04 to 31.3.06) and thus the amount comes to Rs. 3,29,605/- and further interest pendentelite. The Hon’ble Court vide order dated 1.12.2006 passed a decree directing JMC to pay Rs.1,10,000/-.

4. Civil Misc. Appln. No. 336 of

BASF India Limited (BIL) v/s.

City Civil Court, Ahmedabad

671 lacs

JMC was awarded the civil and structural work by ACCO at Mumbai in February 2000 with a stipulated

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2007 JMC completion period of six months. According to JMC, the work was delayed due to delay in providing drawings and other details and in handling over of site by ACCO. As a consequence, JMC had to incur extra expenditure. JMC invoked arbitration clause and initiated arbitral proceedings for a claim of Rs.84,66,217/-. BIL thereafter filed its counter claim on 15.10.2004 for alleged damages of Rs.670.21 lacs. On 27.1.2007, the Hon’ble Arbitrator has passed an award and rejected the claim of JMC as well as the counter claim of BIL. BIL has filed section 34 application challenging the award. JMC has filed its reply. The matter is pending for further hearing.

5. Civil Suit No. 337 of 2007

Vasudev v/s. 1. Delhi Metro; 2. JMC and 3. AIM Construction Company

Senior Civil Judge, Tis Hazari Court, Delhi.

1.32 Vasudev was the labour contractor of AMI Construction Company (AMI), sub-contractor of JMC, for DMRC project at DMRC site. Vasudev had preferred the Civil Suit against Delhi Metro Rrail Corporation (DMRC), JMC and AMI for recovery of an amount Rs.1.32 lacs. It is JMC’s case that since Vasudev was employed by AMI, JMC was not responsible for any of the outstanding claim. JMC had filed reply on 24.1.2008 and the matter is pending before the Court.

6. Civil Suit No. 339 of 2007

Wonderproof (WP) v/s. JMC

Civil Judge (SD), Gurgaon

19.00 alongwith interest @18% per annum

WP was the subcontractor for waterproofing works at Gurgaon site. After the work-order was issued to WP by JMC, WP asked for rate revision, which was not approved by JMC. After completion of work, WP issued a notice to JMC for extra compensation towards rate revision & balance outstanding on 03/05/04. Thereafter another notice dated 28.6.2004 was issued by WP to JMC intimating about non-requirement of furnishing Performance Bank

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Guarantee to JMC for Warranty. Both the notices were replied by JMC on 28.07.2004 inter alia, contending that: • Warranty was necessary as per

the Work Order placed by JMC on WP.

• Payments were withheld by JMC for non-compliance of submission of Performance Bank Guarantee by WP.

Thereafter JMC had addressed a legal notice dt. 24.12.2005 reminding WP to provide, in terms of sub-contract, a bank guarantee for the amount of 10% of the costs of works, valid upto 180 days. WP has preferred the Civil Suit for claiming an amount of Rs.19 lacs with interest @18% per annum. JMC has filed its reply and the matter is now fixed for evidence. No interim order has been passed.

7. Civil Suit No. 460/ 2008

Shailja Aluminum P. Ltd. (Shailja) v/s. JMC

City Civil Court, Ahmedabad

1.13 M/s. Hester Pharmaceutical Ltd. had awarded the contract for the construction of vaccine facility at village Adrej, Mehsana In the said project the work relating Aluminium doors and windows was given to Shailja by JMC. According to JMC due to the poor workmanship by Shailja, it had asked Shailja to rectify the defects but Shailja failed to rectify the same and hence JMC requested Shailja to extend the validity of the Bank Guarantee up to 28.02.2009. JMC also advised the bank to extend the validity of the said Bank Guarantee failing which the same shall be encashed. In the meanwhile, Shailja has preferred the Civil Suit against JMC praying for stay order against the encashment of the bank guarantee. However, JMC has encashed the said Bank Guarantee. JMC has filed reply as well as application under section 8 of the Arbitration and Conciliation Act, 1996 in view of the arbitration clause in the work order. Shailja has filed a

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reply to the said application on 06.05.2009 to which counter reply is filed by JMC on 24.06.2009. The matter is pending for hearing. In the meanwhile in view of encashment of the bank guarantee by JMC, Shailja has filed an application for seeking direction against JMC for depositing of the amount of Rs.1.13 lacs in the Court. The said application is pending.

8. Special Summary Suit No. 45/2008

Protex Engineering Pvt. Ltd. (Protex) v/s. JMC

Civil Judge (SD) Pune

42.86 M/s. Bajaj Auto Ltd. (Bajaj) awarded contract to JMC for construction of its product Engineering Test House (PE test house) at Akurdi, PCMC, Pune, where JMC had entered in the contract with Protex and allotted the work of Heating Ventilating Air Conditioning (HVAC) and mechanical services at above mentioned PE Test project. According to JMC due to the delay on the part of Protex the overall completion of the project was delayed and Bajaj had imposed the penalty on JMC. As per JMC, the contract was on back to back basis with Protex and therefore JMC has recovered some amount from Protex as penalty, as per the terms of the contract. Protex had issued the legal notice to JMC on dated 23.2.2007 and same was replied by JMC. Afterwards Protex has preferred summary suit under order 37 of the civil procedure code and claimed the amount of Rs.42.86 lacs and JMC had filed the leave to defend application against the summons for judgment. Protex, thereafter, on 12.12.2008 filed reply to the leave to defend application filed by JMC. The matter was argued at length on 20.1.2009 and now it is pending for orders.

9. AOP 1118 of 2008

Bharat Heavy Plate &

The Principal District Judge

Arbitral Award for 64.78 with

JMC was awarded the civil and structural work (the Work) for

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Vessels Limited (BHPV) v/s. JMC

at Visakhapatanam.

interest @ 9 % in favour of JMC

is challenged

BHPV at Mumbai in February 2000 with a stipulated completion period of 11½ months. According to JMC the said Work was delayed due to the delay in providing drawings and materials by BHPV. As a consequence JMC had to incur extra expenditure. During pendency of JMC’s representation for consideration of its claims for delay in payment, overheads incurred during the extended period etc., BHPV unilaterally decided and levied Liquidated Damages on JMC for the delay in completion of work. JMC thereafter invoked the Arbitration clause leading to the present proceedings.

BHPV has filed a reference to Board for Industrial and Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provisions) Act, 1985. BHPV also preferred an application for staying the arbitration proceedings in view of the said reference. However, the Arbitral Tribunal rejected the same on 4.2.2005. BHPV has approached the High Court of Judicature of Andhra Pradesh at Hyderabad by writ petition no. 2783 of 2005 challenging the order dated 4.2.2005. The Hon’ble High Court by its order dated 11.3.2005 has suspended the operation of the impugned order dated 4.2.2005. Subsequent to the same, JMC has filed a counter affidavit in the said writ petition to vacate the stay granted and to dismiss the writ petition with costs. JMC has also filed a Vacate Stay Petition to vacate the stay granted in the writ petition. Vide order dated 21.9.2004 the Hon’ble High Court dismissed the writ petition no. 2783 of 2005. Subsquently, the Hon’ble Arbitral Tribunal passed an award dated 18.7.2008 directing BHPV to pay JMC an amount of Rs.64.78 lacs plus interest @9% per annum from 21.2.2002 till payment thereof with

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arbitration cost of Rs.1,50,000/-. The rest of the claim of JMC was dismissed without cost. BHPV has filed this application for setting aside the said award dated 18.7.2008 passed by the Arbitral Tribunal. JMC has filed reply to this application on 17.06.2009. The matter is pending for hearing.

10. Civil Misc. Application No. 80 of 2009

Larsen & Toubro Ltd. (L&T) v/s. JMC

The City Civil Court at Ahmedabad.

Arbitral Award in favour of JMC for 445.59 with 15 % interest is challenged

The work for construction of Ahmedabad-Mehsana Road, (from km 47.70 to km 70.6) was awarded to JMC by L&T in July-2000 with a stipulated completion period of 24 months. Apparently, during the period of execution, JMC was instructed to execute certain tasks that were beyond the items specified in Bill of Quantities and the project was delayed due to the reasons not attributable to JMC. JMC claimed reimbursement of escalation as per the escalation formulae given in the contract. The claim of JMC was not honoured and hence JMC, after appointing an arbitrator of its own, preferred Arbitration Petition No. 5 of 2004 before the High Court of Gujarat for appointment of the second arbitrator. However, the Hon’ble High Court by its order dated 30.06.2005 appointed Retd. High Court Judge, Mr. Justice N. G. Nandi, as Sole Arbitrator. The Sole Arbitrator had entered upon reference and fixed the first hearing on 08.01.2006. However, the Hon'ble Retr. Mr. Justice N. G. Nandi expressed his inability to conduct the arbitration in view of his appointment as the President of Gujarat State Consumer Dispute Redressal Commission. JMC thereafter filed an application dated 23.3.2006 for appointment of Sole Arbitrator before the Hon'ble High Court of Gujarat. The Hon’ble Court vide its order dated 24.8.2006 appointed Hon’ble Mr. Justice M. S. Parikh (Retd.) to act as a sole arbitrator. The Hon’ble Arbitral Tribunal

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passed an award on 14.11.2008 directing L&T to pay sum of Rs.4,45,59,541/- plus interest @ 15% from the date of reference till date of award, within three months, failing which further interest @18% from the date of award till payment.

L&T has filed this application for setting aside the said award dated 14.11.2008 passed by the Arbitral Tribunal. JMC has yet not filed reply to this application.

(b) Labour Matters Sr. No

Reference No Parties Place and Court of

Institution

Amount Involved/ Claims made

Brief details of the case

1. WC 123 of 1998

Pratap- bhai Odhar-bhai Rabari (POR) v/s. JMC and anr.

Workmen Compensat- ion Commiss- ioner, Ahmedabad

Rs. 2,50,000 alongwith compound interest @18% per annum from 4.3.1996, 50% penalty thereon and for costs.

The case was filed by POR,who was working as a sub-contractor’s employee at M/s Hindustan Erection Co. site. He has claimed compensation for 100% disability pursuant to an accident. JMC has filed Written Statement dated 8.1.1999. Vide the said written statement JMC has denied that POR is its workman and also denied that the said accident happened while POR was on official duty. The matter has been settled and the award is awaited.

2. Recovery Application No. 1485 of 1998

Pratap Odhar-bhai Rabari v/s. JMC & another.

Presiding Officer, Labour Court, Ahmedabad

Rs. 1,01,640/- plus Rs.5000/- as costs and interest @18% per annum from due date till actual realization.

Mr. Pratap Odharbhai Rabari, claiming to be the sub contractor’s workman, has filed the Recovery Application alleging that he was illegally terminated by JMC. JMC has filed Written Statement dated 28.9.1998 denying the allegations and contending, inter alia, that he is not JMC’s workman. The matter has been settled and the award is awaited.

3. Recovery Application No. 1486 of 1998

Ramesh-bhai alias Karshanbhai Odhar-bhai v/s. JMC &

Presiding Officer, Labour Court, Ahmedabad

Rs. 1,19,015/- plus Rs. 5000/- as costs and interest @ 18% per annum from due date till actual realization.

Mr. Rameshbhai, claiming to be the sub contractor’s workman, has filed the Recovery Application alleging that he was illegally terminated by JMC. JMC has filed Written Statement dated

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anr. 28.9.1998 denying the allegations and contending, inter alia, that he is not JMC’s workman. The matter is pending and coming up on 07.07.2006 for recording evidence. However Union objected to the appearance of the company advocate under section 36 of ID Act, 1946. The matter has been reserved for orders in respect of the said objection. There after the matter has been settled and the award is awaited.

4. Ref. L.C. No. 1267 of 1998

JMC & ors (First Party) & Pratap-bhai Odhar-bhai Rabari & anr (Second Party)

Presiding Officer, Labour Court, Ahmedabad

Rs. 2,06,526/-(amount is calculated from the date of termination upto 31.03.2006) Reinstatement with back wages and incidental benefits

Mr. Pratapbhai Rabari claiming to be contractor’s workman has, in the subject reference, alleged that he was illegally terminated. He has sought, inter alia, reinstatement with back wages. JMC has filed Written Statement dated 11.07.2005 denying the allegation and contending, inter alia, that he was not JMC’s workman. The matter has been settled and the award is awaited.

5. Ref. L.C. No. 261 of 2002

JMC (First Party) and Ramji-bhai Ganga-ram Gohil (Second Party)

Labour Court, Ahmedabad

Rs. 2,70,000/- (amount is calculated from the date of termination upto 31.03.2006) Reinstatement with back wages, incidental benefit and costs of Rs.10,000/-

Ramjibhai Gohil claims that he was working as civil supervisor and his services were illegally terminated. He has inter alia, sought reinstatement with back wages and benefits. JMC has filed Written Statement dated 11.10.2005 denying the allegations and has contended inter alia that the Second Party workman, had gone on leave from 07.04.01 and since abstained from reporting back on duty. The matter is pending for recording evidence.

6. Workmen’s Compensa-tion Non-fatal Case No. 32 / 2004

Satyana-rayan Ozha (SO) V/s. JMC

Court of Commission-er for Workmen’s Compensati-on, at Bhavnagar.

Rs. 6,90,080/- along with interest at the rate of 18% per annum payable from the date of accident & penalty equivalent to 50% of the compensation amount.

SO has alleged that he met with an accident on 13.07.99. SO, in his application, alleges that he being a project engineer, is a workman in terms of the Workmen’s Compensation Act. He claims that he has sustained multiple fracture on his body due to an accident which he claims to have met while on official duty. He alleges that as a result of the said accident, he has suffered 100% permanent disability and has therefore claimed Rs.

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6,90,080/- along with interest at the rate of 18% per annum payable from the date of accident. He has alleged that the compensation, allegedly payable by JMC (the Opponent), has not been deposited by JMC within 30 days with the Commissioner and for the said reason, he has prayed that JMC may be called upon to pay penalty equivalent to 50% of the compensation amount. The matter is pending.

7. Recovery Application No. 435/06

Rakesh G. Patel (RP) V/s. JMC

Labour Court, Ahmedabad

Rs. 1,08,455/- and costs to the tune of Rs. 5000

RP filed the subject application in the Labour Court, Ahmedabad, claiming an amount of Rs. 1,08,455/- allegedly being, the aggregate of Rs. 87,731.83 towards over time, Rs. 10,724.00 towards leave encashment and Rs. 10,000/- towards deduction of the employers share to PF contribution from his salary. Apart from the above, he has also prayed for costs to the tune of Rs. 5000/-. A copy of the said recovery application has been served on JMC vide notice, dated 13.4.2006. The matter is pending for hearing.

8. Recovery Application No. 11 / 2006

Sukhab-hai Rama-bhai (SR) V/s. JMC

Labour Court, Godhara

Rs. 27,03,640/- plus Rs. 500 towards costs and interest

SR has filed the recovery application claiming to be a labourer. Whilst giving the breakup of his claim against JMC, he has alleged that out of his alleged aggregate dues of Rs. 5,56,410/- only an amount of Rs. 3,80,000/- has been paid and a balance of Rs. 1,16,410/- is allegedly outstanding. To the said alleged outstanding, he has made further claims of Rs. 44,050/-, Rs. 33,180/- and Rs. 16,724/- towards plastering and attendance which aggregates to a sum of Rs.2,70,364/-. SR has claimed an amount of Rs. 27,03,640/- being ten times the amount of the claim calculated as aforesaid and interest thereon plus Rs. 500 towards costs. The matter is pending.

(c) Past Criminal Cases.

255

Sr. No

Reference No Parties Place and Court of

Institution

Court Verdict Brief details of the case

1. Summary Case No. 900/98

Registrar of Compa-nies, Ahmed-abad V/s JMC & others

Court of Addl. Chief Metropolitan Magistrate, Ahmedabad

Fine imposed on JMC & other accused.

The Registrar of Companies had issued a show cause notice to JMC and its directors under Section 383(1A) of the Companies Act, 1956 stating that despite the paid up capital of JMC being higher than Rs. 50 Lacs, JMC did not have a whole time Company Secretary. JMC, vide its reply dated 5.10.1998 stated inter alia, that it was looking for Whole time Company Secretary through internal sources and also through some agencies and had published newspaper advertisement, but had so far failed to find a suitable candidate. Thereafter, the Registrar of Companies, Gujarat filed a complaint, before the Court of Addl. Chief Metropolitan Magistrate, Ahmedabad, on the aforesaid grounds against JMC and two of its directors, namely, Mr. Hemant Modi and Mr. Ajay Mehta. The Hon'ble Court, vide its order dated 13/12/1999, ordered a fine of Rs. 742 each to JMC and Mr. Hemant Modi and a fine of Rs. 375 to Mr. Ajay Mehta, which were paid on the same day. In addition to the same, Mr. Hemant Modi was ordered to pay a sum of Rs. 100 towards costs, which too was paid on the same day.

2. C. Case No. 29219 of 2005

M. H. Ramesh, Proprietor, MHN Associates (MHR) v/s. JMC and others

Court of XIII Add. Chief Metropolitan Magistrate, at Bangalore

Rs.4,00,000/- being the amount of the dishonoured cheque; and, compensation amount.

MHN Associates, though its Proprietor, M. H. Ramesh, claims that JMC had issued two post dated cheques for the aggregate amount of Rs.4,00,000/- towards certain work orders duly completed by MHR. MHR claims that the cheques were presented on 24.07.2005 but came to be returned on 26.07.2005 with an endorsement , ‘Payment stopped by Drawer’. MHR states that it

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issued a notice of demand on 05.08.2005 which has beenm served on JMC but JMC has not paid the said amount of Rs.4 lakhs and therefore he has filed this complaint. Apart from the amount under the cheques, MHR has claimed compensation amount out of fine amount under section 357 of CrPC. Summons having been served, the General Manager has appeared in the Court on 11.7.2006 and his bail application has been allowed on giving of personal bond of Rs.20,000/-. Subsequently, vide order dated 29.9.2005 the Hon’ble Court deleted JMC as a party. The matter was subsequently settled and the matter was withdrawn.

3 Ciminal Case No. 420 of 2006

Mr. S.L.Naik (Complainant)V/s JMC & ors

Addl. Chief Metropolitan Magistrate, Mumbai

Charges for offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981

The Complainant had alleged that he had visited the establishment of the accused. On enquiry it was learnt that the accused were engaging 5 non-exempted security personnel through the said agency. According to the complainant the accused were employing private security guards and therefore they are the principal employers within the meaning of Section 2 (8) of the Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981 and clause 13 of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 and that they were therefore required to get themselves registered with the board.

As per the complaint, the complainant issued a show cause notice dated 17.3.2006 calling upon accused to show cause why penal action should not taken against them.

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According to the Complainant, the Accused had failed to get themselves registered and therefore committed offence under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981.

The Addl. Chief Metropolitan Magistrate, Mumbai issued summons on 2.1.2007. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which has been paid by JMC and others, and accordingly the matter stands disposed off

4. Criminal Case No. 2678 of 1999

Gover-nment Labour Officer (Compl-ainant) V/s. JMC & others (Accus-ed)

Judicial Magistrate, First Class, Ahmedabad

Fine of Rs. 10,000/- up to Rs. 20,000/- Violation of Section 3 of Child Labour (Prohibition and Regulation) Act, 1986 and rules framed thereunder.

The Government Labour Officer has alleged that he found child workers on a JMC site. Initially JMC had denied any violation of the said Act. The examination-in-chief of the complainant had been concluded. The cross-examination was partly done on 15.10.2003. An application was filed on behalf of JMC dated 16.10.2003 seeking certain particulars, documents, on which the prosecution (complainant) sought to rely, so that cross-examination could be done in respect thereof. Further cross-examination was postponed. JMC and Hemant Modi pleaded guilty and hence the Court vide Order dated 14.4.2009 imposed a fine of Rs.20,600/-, which was paid by JMC and Mr. Hemant Modi and accordingly the matter stands disposed off.

(d) Other Cases

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JMC is one of the Defendants / Opponents in 10 (ten) Motor Accident Claim Petitions pending before Various Motor Accident Claims Tribunals. In each of the matters, the Vehicle involved, which is of the ownership of JMC, is insured with Insurance Company. The total claim of the aforesaid ten Petitions is Rs. 77,42,559/-. The Insurance Company has certified that the subject Vehicle is covered by the Insurance Policy and that the said Insurance Company will pay the award, if any, if passed by the Tribunals.

III. OUTSTANDING LITIGATIONS filed By JMC

(a) Civil Cases Sr. No

Reference No Parties Place and Court of

Institution

Amount Involved (Rs. in lacs)

(Rounded off)

Brief details of the case

1. Writ petition No. 43652 & 43714 of 2002

JMC V/s. The State of Tamilnadu, and others

High Court of Judicature at Madras

426.90 being aggregate amount claimed as Seigniorage fee payable to the Government including penalty under Tamil Nadu Minor Mineral Concession Rules, 1959.

JMC was awarded contract by Chennai Metropolitan Development Authority (CMDA), inter alia, for supply and filling with approved quality gravel transported to site and spread evenly in layers for the construction of Chennai Mofussil Bus Terminal. However, as the gravel being mined by JMC for the site was inadequate, additional quantity of gravels was purchased from other suppliers with the concurrence of CMDA. The authorities required JMC to pay the Seigniorage fee for the said additional quantities. As per the Tamil Nadu Minor Mineral Concession Rules, 1959, Seigniorage fee for mining is to be paid by the person who mines. Hence the subject Petition. JMC has thereby challenged communications dated 2.4.2002 and 9.5.2002, imposing Seigniorage fee of Rs.4,26,90,555/- being 15 times of Rs.28,46,037/-, inter alia, on the ground that no fee is payable at all by JMC, apart from the same being unreasonable. The interim orders prayed for by JMC are declined by the High Court and the Writ

259

Petitions are pending for final hearing.

2. Special Civil Application No. 3331 of 2001 & Civil Application No.4405 of 2008

JMC and another v/s State of Gujarat, Industries & Mines Department and Anr.

High Court of Gujarat at Ahmedabad

The liability will be to the extent of royalty payable.

By the said Special Civil Application, JMC has challenged the action of District Assistant Geologist, Mehsana in seeking to compel JMC to pay royalty in respect of Ordinary Earth being excavated for the execution of the project of widening and strengthening of Ahmedabad- Mehsana Highway inspite of the fact that Government Resolution dated 25-01-1991 exempts Ordinary Earth being used for such projects, from payment of royalty. The Petition was admitted on 26.11.2001 and interim relief is continued till further orders. Subsequently, JMC has filed an application, being Civil Application No.4405 of 2008 for fixing the date of hearing of special Civil Application. The said application is pending.

3. Regular Long Cause Suit No.1024 / 2005

JMC V/s. M/s Victor India (Victor)

Ahmedabad / City Civil Court at Ahmedabad

5.00 being the excess amount paid to Victor

JMC claiming to have made certain excess payments to Victor, has filed a summary suit dated 28.04.05 for recovery of such excess amount paid against the works done by Victor at Indian Steel Corporation Limited site. Summons for Judgment dated 30.07.05 was filed by JMC. Victor filed Leave to Defend and the Hon’ble City Civil Court granted Unconditional Leave to Defend vide its order dated 24.2.2006. Subsequently, the Suit has been treated as Regular Long Cause Suit. Victor has also filed its purshis dated 31.3.2006 stating that its Leave to Defend may be considered as its Written Statement to the Suit. Now the matter shall come up for final hearing in due course.

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4 Regular Long Cause Suit No. 1010 / 2005

JMC V/s. M/s Victor India (Victor)

Ahmedabad / City Civil Court at Ahmedabad

3.04 being the excess amount paid to Victor

JMC claiming to have made certain excess payments to Victor, has filed Summary Suit dated 28.04.05 for recovery of such excess amounts paid against the works done by Victor at Welspun India Limited site. Summons for Judgment dated 30.07.05 was filed by JMC. Victor filed Leave to Defend and the Hon’ble City Civil Court granted Unconditional Leave to Defend vide its order dated 24.2.2006. Subsequently, the Suit has been treated as Regular Long Cause Suit. Victor has also filed its purshis dated 31.3.2006 stating that its Leave to Defend may be considered as its Written Statement to the Suit.

5. Civil Suit No. 1632 of 2006

JMC v/s. RITES Limited (Rites)

High Court of Delhi at Delhi

353.74 with interest at 18% per annum from date of filing of suit till payment.

Rites had invited a tender for construction of its office complex, which ultimately came to be awarded to JMC for a price of Rs.15.16 Crores. The completion of the project got delayed due to various factors not attributable to JMC. Hence work could not be completed in the time stipulated under the contract. JMC asked for extension of time on various occasions, however, the said requests were not responded to within the time frame provided under the contract. Rites claimed compensation for delay without adequate justification, On the other hand, JMC has claimed that an aggregate amount of Rs.353.74 lakhs is payable by Rites to JMC towards various claims of JMC. JMC further stated that there exists a narrow and limited Arbitration Agreement between the parties. JMC had initiated arbitration but as claims falling under ‘excepted

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matters’ are not arbitral and because, according to JMC, bulk of the claims of JMC constitute excepted matters, JMC has also resorted to filing of the subject suit. In the said suit, JMC has inter alia prayed for termination of arbitral proceedings and for decree of Rs.353.74 lakhs with 18% interest from the date of filing of the suit till the date of decree and payment and also for the termination of the arbitral proceedings pending between the parties. Thereafter Rites had preferred an application under section 8 of Arbitration and Conciliation Act, 1996. The said application was rejected by the Hon’ble Court. Rites preferred FAO (OS) No. 173 of 2007 against the said order of rejection and also prayed for stay in the suit proceedings. JMC has filed reply in the said proceedings. . The said appeal was argued at length on 10.2.2009 and The Hon’ble court has dismissed the said FAO (OS) No. 173 of 2007. Rites filed the Written Statement in the matter. JMC is yet to file the Rejoinder in the matter. The matter is pending at this stage.

6. Civil Suit No. 331 of 2007

JMC v/s. BASF India Ltd. (BASF)

City Civil Court, Ahmedabad

84.66 JMC was awarded the civil and structural work by ACCO at Mumbai in February 2000 with a stipulated completion period of six months. According to JMC the work was delayed due to delay in providing drawings and other details and in handling over of site by ACCO. As a consequence, JMC had to incur extra expenditure. JMC invoked arbitration clause. BIL thereafter filed its counter claim on 15.10.2004 for

262

alleged damages of Rs.670.21 lacs. On 27.1.2007, the Hon’ble Arbitrator has passed an award and rejected the claim of JMC as well as the counter claim of BIL. JMC has filed section 34 application challenging the award. BIL has filed its reply. The matter is pending for further hearing.

7. Arbitration Petition No. 392 of 2008

JMC v/s. Delhi Metro Rail Corportation (DMRC)

High Court of Delhi

1248 (same disputed amount as in A. III (b) 5.)

DMRC had awarded the work for the construction of six elevated Stations of Delhi MRTS Project. Disputes have arisen between DMRC and JMC pertaining to the payment of claims raised by JMC. DMRC & JMC have nominated their respective arbitrators. However, JMC has preferred the arbitration application before the Delhi High Court challenging the appointment of Mr. S. M. Mittal, Arbitrator nominated by the Delhi Metro Rail Corporation and Mr. Kanwarjit Singh, Presiding Arbitrator u/s. 11(6), (8), 14, , 15 & 27 of Arbitration & Conciliation Act., The application is pending before Delhi High Court. Vide order dated 22.10.2008 the Hon’ble Court has granted stay of the arbitral proceedings. The next date of hearing of the matter is fixed on 19.08.2009.

8. Arbitration Petition St. No. 3382 of 2008

JMC v/s. The Indure Pvt. Ltd. (Indure)

High Court of Gujarat

163 Indure was awarded the work for the construction of Coal Handling Plant for 2x250 MW TDL TPS Panipat, Haryana vide LOI dated 20-12-2002. The estimated value of the project was Rs.5.55 crores and the stipulated date of completion was 30-10-2003. JMC’s request for the

263

payment of Rs. 83.00 lacs towards the work done and Rs.80.00 lacs towards unsettled claims raised during the execution of the work was not considered by Indure and hence JMC has invoked arbitration clause vide its letter dated 28.03.2008. Indure’s advocate vide his letter dated 22.04.2008 informed JMC about the nomination of Mr. Ajey Shrivastava as the Arbitrator. Since Mr. Ajey Shrivastava happens to be an employee of M/s. Desein Pvt. Ltd., an associate company of Indure and since JMC’s consent was not taken while appointing Mr. Ajey Shrivastav as the Arbitrator, JMC objected his appointment as an arbitrator and filed an application under section 11 of the Arbitration and Conciliation Act before the Gujarat High Court on 21.10.2008, inter alia, praying for appointment of a sole arbitrator for deciding dispute and differences between JMC and Indure. The Hon’ble Gujarat High Court vide Order dated 17.04.2009 dismissed the application permitting JMC to file a fresh application.

9. Arbitration Petition St. No. _____ of 2008 (Stamp No. 1632 of 2009)

JMC v/s. 1. The Indure Pvt. Ltd. (Indure) 2. Desein Pvt. Ltd.

High Court of Gujarat

163 Indure was awarded the work for the construction of Coal Handling Plant for 2x250 MW TDL TPS Panipat, Haryana vide LOI dated 20-12-2002. The estimated value of the project was Rs.5.55 crores and the stipulated date of completion was 30-10-2003.

JMC’s request for the payment of Rs. 83.00 lacs towards the work done and Rs.80.00 lacs towards unsettled claims raised during the execution of the work was

264

not considered by Indure and hence JMC has invoked arbitration clause vide its letter dated 28.03.2008.

Indure’s advocate vide his letter dated 22.04.2008 informed JMC about the nomination of Mr. Ajey Shrivastava as the Arbitrator. Since Mr. Ajey Shrivastava happens to be an employee of M/s. Desein Pvt. Ltd., an associate company of Indure and since JMC’s consent was not taken while appointing Mr. Ajey Shrivastav as the Arbitrator, JMC objected his appointment as an arbitrator and filed an application under section 11 of the Arbitration and Conciliation Act before the Gujarat High Court on 21.10.2008, inter alia, praying for appointment of a sole arbitrator for deciding dispute and differences between JMC and Indure.

The Hon’ble Gujarat High Court dismissed the said application dated 21.10.2008 permitting JMC to file a fresh application vide Order dated 17.04.2009. Pursuant thereto, JMC preferred the present application before the Gujarat High Court and the matter is pending for hearing.

10. Misc. Application No. 17 of 2009

JMC v/s. D.R. Garments (India) Pvt. Ltd. (DRG) & ors

Chief Judicial Magistrate at Ahmedabad (Rural)

150 JMC has undertaken construction work at DRG. DRG had issued cheque for an amount of Rs.1,50,00,000/- in favour of JMC as the part payment of the construction work carried out by JMC. The said cheque was deposited by JMC. However, the same was returned dishonoured. JMC has therefore filed the present complaint against DRG and its four directors. The process has been issued in

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the matter and summons issued to all the accused. It was served on all but the Accused No. 1.

(b) Arbitration Matters (Claimant: JMC)

Sr. No

Respondent’s name

Important dates & information

Brief details of the Case Claim Amount (Rs. in lacs)

(Rounded off)

1. M/s RITES Limited

(RITES)

• Date of Notice invoking Arbitration by JMC: 27.05.2004

• Date of Reply to Arbitration Notice by RITES: 14.07.2004

• Name of Arbitrator/s: Mr. Sanjay Singhal, Mr. Arbind Kumar, Mr. Narayan Swamy

• Date on which Statement of Claim was filed by JMC: 20.09.2004

• Date on which Counter-Claim was filed by RITES: 10.11.2004

• Amount of Counter-Claim: Rs. 5 lacs as cost of reference.

JMC was awarded the Civil and Structural work (the Work) for RITES at Gurgaon on 8-8-2000 with a stipulated completion period of 21 months. The Work was delayed inter alia due to delay in handing over of the site and in providing drawings and details by RITES. JMC invoked the arbitration Clause. JMC has filed its Statement of Claims to which RITES filed its counterclaim. JMC, has filed an application, for the Hon’ble Arbitrators to decide the question of their jurisdiction in respect of the claims which are not arbitrable and which falls under ‘Excepted Matters’. Subsequently, the Arbitrators, vide hearing dated April 8, 2005 have asked RITES to intimate, within two weeks as to which claims of JMC does RITES consider as “excepted matters”. Further to their decision, JMC would be asked to convey their comments within next two weeks. Thereafter, JMC, vide its letter dated 03.5.2005, has written back to RITES / the Arbitral Tribunal pointing out inter alia, that once both the parties have agreed that all the claims are ‘excepted matters’ and thus outside the scope of Arbitration Clause, the Arbitration Proceedings get terminated. JMC has prayed that Arbitral Tribunal to pass an award in

Rs. 354 alongwith interest @ 15% per annum till payment and for costs.

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terms of the aforesaid position emerging from the Minutes of Meeting for the hearing dated 8.4.2005. The Arbitral Tribunal by its order dated 29.09.2005 declined to give detailed ruling with regard to admissibility of hearing of Claims No. 1 and 2. It further ruled that after detailed hearing, the Tribunal would deliberate whether conducting more hearings would be necessary. JMC by its letter dated 14.11.2005 has requested the Arbitral Tribunal that the Tribunal may decide and communicate its order regarding arbitrability of claim no. 1 and 2. The Arbitral Tribunal pronounced its ruling of arbitration on 8.12.2005 holding that the claims no. 1 and 2 are arbitrable and ‘fall within the jurisdiction of the Arbitral Tribunal’. Pursuant thereto, RITES has preferred an application whereby it has prayed that the aforesaid ruling be reviewed in view of terms of the Contract. The application is pending. In the meantime, RITES, vide its letter dated 13.03.06, has communicated to JMC that one of the Arbitrators constituting the Arbitral Tribunal has tendered his resignation. Therefore, RITES has sought reconstitution of the Arbitral Tribunal.

2. Videocon Industries Ltd. (VIL)

• Date of invoking arbitration by JMC: 09-05-2007.

• Date of formation of arbitral tribunal: 10-07-2007

• Name of Arbitrators: 1) Presiding Arbitrator:

Justice Mrs. Sujata Manohar (Retd).

2) Arbitrator nominated by the

The work for construction of plant for manufacturing colour T.V. glass shells at village Chhavaj, near Bharuch, Gujarat was awarded to JMC vide letter of intent dated 1.9.2004 by VIL. According to JMC completion of the project was delayed by 12 months due to various lapses and acts of omissions and commissions on the part of VIL. Consultant of the project M/s. M. N. Dastur certified payment

Rs. 558 with interest @ 18% p.a. from the date when this amount became due and payable. (The above claim amount is the amount modified during the arbitral proceedings)

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Claimant: Justice Mr. G. T. Nanavati (Retd)

3) Arbitrator nominated by the Respondent: Justice Mr. S. P. Kurdukar (Retd)

• Date of Statement of Claim filed by JMC: 17-09-2007

• Date of written statement and counter claims filed by VIL: 29-12-2007.

• Amount of counter claim Rs.740 lacs with appropriate interest.

of final bill amounting to Rs.155 lacs in addition to the extra items executed by JMC for an amount of Rs.20.51 lacs. However, VIL refused to release the payment of the said final bill and extra items and instead raised claims against JMC towards financial losses on account of loss of business opportunities due to alleged delay on the part of JMC in completion of the project.

VIL vide its notice dated 22.12.2006, raised various claims aggregating to Rs.5 crores.

JMC vide its reply dated 2.2.2007 to the notice of VIL dated 22.12.2006, inter alia, called upon VIL to pay damages of Rs.6,42,67,482/- within 15 days from the receipt thereof and stated that failing which dispute and references would be referred to the engineers namely M/s. M. N. Dastur & Co. Pvt. Ltd., Calcutta in accordance with Clause 14.1 of the contract. JMC further stated that in case if M/s. M. N. Dastur & Co. Pvt. Ltd., Calcutta fails to give such decision for a period of 90 days or if in case of dissatisfaction with the decision by JMC or VIL the dispute shall be referred to arbitration as per clause 14.2.

Subsequently, since M/s. N. M. Dastur & Co. Pvt. Ltd. failed to give decision within prescribed period of 90 days after being requested to do so, JMC invoked the arbitration and suggested the name of Mr. Justice G. T. Nanavati, Supreme Court of India (Retd.) as a sole arbitrator. However, VIL did not concur with the name of Mr. Justice G. T. Nanavati and nominated Mr. Justice S. P. Kurdukar, Supreme Court of India (Retd.). The Hon’ble Mr. Justice G. T. Nanavati and Mr. Justice S. P. Kurdukar thereafter nominated

268

Hon’ble Mrs. Justice Sujata Manohar (Retd.) Supreme Court of India as a Presiding Arbitrator as per the terms of the arbitration clause in the agreement.

The cross examination of the witnesses is over and the matter is now pending for hearing.

3. Videsh Sanchar Nigam Limited now called as Tata Communications Ltd. (TCom).

• Date of invoking arbitration by JMC: 27-09-2007

• Date of formation of Arbitral Tribunal: 10-11-2008

• Date of filing of Section 9 petition in the High Court of Bombay: October 2007.

• Date of filing of Section 11 petition in the High Court of Bombay: 10-12-2007.

Name of Arbitrators: 1) Presiding Arbitrator:

Justice Mr. H. Suresh (Retd.)

2) Arbitrator Nominated by the Claimant: Mr. N. V. Merani, Principal Secretary (Retd.) Govt of Maharashtra.

3) Arbitrator nominated by the Respondent: Mr. Kirti Dave, Techno-legal Consultant.

• Date of filing claim statement : 5.2.2009

The work of construction of commercial buildings at Plot No. C21 & C36 at Bandra Kurla Complex, Mumbai was awarded to JMC on 30-01-2007 by Videsh Sanchar Nigam Limited (now known as TCom). The contract value was Rs.4097.00 lacs and the stipulated period of completion was 13 months.

The contract was terminated by TCom on 06-07-2007 due to the alleged non-compliance of the terms of the contracts by JMC which have been refuted by JMC. JMC has termed the termination as illegal and unlawful and in violation of the terms of the contract.

JMC vide notice dated 2.8.2007 to TCom raised various claims aggregating to Rs. 938 lacs plus interest @9% from 17.9.2007.

TCom vide its letter dated 24.9.2007 disputed the claims of JMC and raised alleged claim of Rs. 398 lacs against JMC for liquidated damages, expenses incurred/ to be incurred by TCom on account of termination of contract and recovery from the final bill submitted by JMC. In the said letter TCom also advised JMC to make the payment of Rs. 398 lacs to them failing which TCom would encash the Bank Guarantees submitted by JMC, which was for much higher amount than what was claimed by TCom. Under these circumstances, According to JMC, it had no option but to make the payment

882 with interest @14% per annum

269

of Rs.398 lacs to TCom and JMC.

JMC thereafter vide its letter dated 27-09-2007 to TCom expressed its desire to refer the disputes to arbitral tribunal for adjudication and shown its willingness to pay Rs.398 lacs to TCom. JMC thereafter on 1.10.2007 made the payment of Rs.398 lacs to TCom.

Since the certification of final bill quantities and extra items made unilaterally by TCom was not acceptable to JMC, application under section 9 of Arbitration and Conciliation Act was made in the High Court of Bombay by JMC for the appointment of Technical Commissioner to verify the status of work as on the date of termination. Mr. N. N. Shrikhande was appointed as the Technical Commissioner by High Court of Bombay on 07-11-2007.

Mr. Shrikhande held five meetings with the representatives of TCom, CBRE and JMC and gave his technical report on 16-06-2008.

Thereafter vide letter daterd 14.10.2008, TCom appointed Mr. Kirti Dave, Techno Legal Consultant as its arbitrator. JMC appointed Mr. N. V. Merani, Principal Secretary (Retd) Govt. of Maharashtra as its nominee Arbitrator. Thereafter, Mr. Justice Mr. H. Suresh (Retd) has been appointed as the Presiding Arbitrator.

Statement of defense and counter claim was submitted by TCom on 11.05.2009. But, till date no meeting of Arbitral Tribunal has been held.

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4. Centre for DNA and Finger Printing Diagnostic (CDFD)

• Date of invoking arbitration by JMC: 17-07-2007

• Date of formation of arbitral tribunal: 16-08-2007

• Name of Sole Arbitrator: Dr. Ghanshyam Singh.

• Date of Statement of claim filed by JMC: 15-11-2007

• Date of written statement filed by CDFD: 30-01-2008

The work of construction of proposed building for CDFD Gandipet, Hyderabad, Andhra Pradesh was awarded to JMC vide letter dated 13-05-2000. The contract value of the project was Rs.1150.18 lacs and the stipulated period of completion was 24 months.

According to JMC, the completion of the project was however delayed by 16 months due to various reasons not attributable to JMC.

During the currency of the contract, CDFD had withdrawn the powers which were given to M/s. Beri Architects, project management consultant and entrusted the powers to M/s. RITES Ltd.

The R.A. bills of JMC certified by M/s. Beri Artchitects were reopened by M/s. RITES and arbitrary & unwarranted recoveries were made there from. Unauthorised recoveries were also made from the final bill submitted by JMC.

Non-payment of the dues by CDFD against the final bill and financial losses incurred by JMC due to delay in completing the project led to the present disputes which were referred to the Sole Arbitrator, Dr. Ghanshyam Singh.

Pleadings, such as Statement of Claim, Counter Statements and Counter claims, Rejoinder-cum-reply to the counter statement and affidavits of the claimant have already been filed before the arbitral tribunal and the cross examination of claimant’s witnesses has been completed. Arguments of the Claimant’s counsel were concluded on 05-11-2008 and the arguments of Respondent’s counsel have begun on 6-11-2008, but

271 lacs with interest @18% p.a.

271

remained inconclusive. The date of next arbitral meeting will be intimated by the arbitral tribunal.

5. Delhi Metro Rail Corporation Ltd. (DMRC)

• Claimant: JMC Projects (India) Ltd.

• Respondent: Delhi Metro Rail Corproration Ltd. (DMRC)

• Date of invoking arbitration by JMC: 04-02-2008.

• Date of formation of arbitral tribunal: 07-05-2008

• Name of Arbitrators: 1) Presiding Arbitrator:

Mr. Kanwarjit Singh. 2) Arbitrator nominated

by the Claimant: Mr. S. P. Mehta.

3) Arbitrator nominated by the Respondent: Mr. S. M. Mittal.

• Date of application

filed by JMC in Delhi High Court challenging the appointment of Mr. S. M. Mittal, arbitrator nominated by DMRC and the Presiding Arbitrator, Mr. KJanwarjit Singh u/s. 11(6) & (8), 14,15,& 27 of the Arbitration and Conciliation Act 1996: 15-10-2008.

DMRC had awarded the work for the construction of six elevated Stations of Delhi MRTS Project with stipulated completion period of 18 months. The total contract value of the project was Rs.62.37 crores.

According to JMC, the completion of the project was delayed by 13 months due to various lapses on the part of DMRC such as late release of drawings, late handing over of possession of site and delay in awarding contracts to other agencies related to this work.

In view of the delay in completing the projects and the losses incurred by JMC on account of the same, claim amounting to Rs.1248 lacs was raised by JMC on DMRC and unsettled extra items executed during the currency of the contract.

Since DMRC refused to entertain the claims and release the payment thereof and in view of the disputes so arisen, JMC invoked arbitration clause.

DMRC & JMC have nominated their respective arbitrators. However, since Mr. S. M. Mittal was associated with DMRC, JMC has preferred the arbitration application before the Delhi High Court challenging the appointment of Mr. S. M. Mittal, arbitrator nominated by the Delhi Metro Rail Corporation and Mr. Kanwarjit Singh, Presiding Arbitrator u/s. 11(6), (8), 14, 15 & 27 of Arbitration & Conciliation Act. The application is pending before Delhi High Court. Vide order dated 22.10.2008 the Hon’ble Court has granted stay

1248

272

of the arbitral proceedings.

(c) Taxation Matters

(i) Income Tax matters

Sr. No

Reference No Parties Place and Court

/Tribunal of Institution

Tax Amount Involved

(Rs. In lacs) (Rounded

Off)

Brief details of the case

1. Appeal No. of 2385 filed on 16.12.1999

JMC Income Tax Appellate Tribunal, Ahmedabad

NIL Assessing Officer arrived at amount eligible under section 35D of the Income Tax Act, 1961 (IT Act) at 2.5% of the cost of the Project for the Assessment year 1995 - 1996. Amount eligible as per the Assessing Officer is Rs.12,25,000/- while the amount eligible as per JMC is Rs. 23,63,224/-.

Against the order of the Assessing Officer, JMC preferred an Appeal before Commissioner of Income Tax (Appeals), Ahmedabad (CIT). CIT confirmed the order passed by the Assessing Officer. Against the order of CIT, JMC has preferred the present appeal, which is pending. According to JMC no tax is payable by JMC for the Assessment Year 1995-1996 as JMC has incurred loss in the said Assessment Year. For all subsequent years, amount claimed under section 35D of the IT Act is as per Assessing Officer.

2. Tax Appeal No. 1180 of 2007

JMC High Court of Gujarat

NIL The Assessing Officer has disallowed delayed payment of Provident Fund aggregating to Rs. 25,49,557 (Employer’s Contribution of Rs. 11,58,256 and Employee’s Contribution of Rs. 13,91,301) and Gratuity for Rs. 7,71,190/- in the order for the Assessment Year 2002-2003. JMC has preferred appeal

273

before Commissioner of Income Tax (Appeals) against the said order. The Commissioner of Income Tax (Appeals) vide order dated 26.9.2006 allowed the employer’s contribution to provident fund but disallowed the Employee’s contribution to the Provident Fund and Gratuity. Against the said order dated 26.9.2006, cross appeals were filed by both, JMC as well as the Addl. Commissioner of Income – tax, before the Income Tax Appellate Tribunal (ITAT). ITAT vide its order dated 12.1.2006 rejected the appeal filed by JMC and allowed the appeal of the Addl. Commissioner of Income – Tax. JMC has challenged the said order of ITAT dated 12.1.2006 before the High Court of Gujarat and the said appeal is pending for hearing. According to JMC, no tax is payable by JMC as there was a loss during the said year.

3. Appeal No. 2471/Ahd/2007 filed on 22.5.2007 for the Financial Year 2003-04

JMC Income Tax Appellate Tribunal (ITAT)

15.30 (calculated at effective tax

rate then prevailing, i.e.

30.60%, of total disputed

amount) plus interest and penalty

The Dy. Commissioner of Income Tax in the Assessment Order for year 2003-04 disallowed; (i) contribution to the Provident Fund of Rs.41,97,160/- and contribution to Employees State Insurance of Rs.7,636/-, (ii) Gift, Boni and Chandla expenses of Rs.3,45,902/-. Against the said order JMC preferred an appeal before the Commissioner of Income Tax (Appeal). The Commissioner of Income Tax (Appeal) vide order dated 16.4.2007 allowed ESI and the employees contribution to provident fund, which is equivalent to 50% of total contribution as well as out of total disallowed gift, boni and chandla expenses of

274

Rs.3,45,902/-, allowed Rs.1,72,951/-. Against the said order both, JMC as well as Dy. Commissioner of Income Tax, preferred appeals. The Appeal filed by DCIT have been dimissed by ITAT by an order dated 17.8.2007. The appeal filed by JMC is pending for hearing.

4 Appeal filed on 13.06.2008 for financial year 2005-06

JMC Commissioner of Income Tax (Appeal)

40.34

(calculated at effective tax rate then prevailing, i.e. 33.66%, of total disputed amount)

plus interest and penalty

These proceedings have, since the issuance of our earlier report dated 3.4.2009, been disposed off, against JMC. Against the Order passed in this matter, JMC has filed an appeal before the Income Tax Appellate Tribunal. For details of that matter, refer to A. III (c) (i) 5.

5. Appeal No. 2119/Ahd-2009 filed on 03.07.2009

JMC Income Tax Appellate Tribunal (ITAT), Ahmedabad

0.50

(calculated at effective tax rate then prevailing, i.e. 33.66%, of total disputed amount)

plus interest

and penalty

The Dy. Commissioner of Income Tax in the Assessment Order for year 2005-06 disallowed; (i) contribution to the Provident Fund and ESIC aggregating to Rs.3,99,974/-, (ii) Gift, Boni and Chandla expenses of Rs.3,52,909/- and (iii) provision for expected losses / defect liability of Rs.1,12,31,404/-.

JMC has filed an appeal against the said order before The Commissioner of Income Tax (Appeals). The CIT (Appeals) passed an order allowing all the expenses except Gift Expense of Rs.1,50,000/-.

Against the order of CIT (Appeals) JMC has preferred this present appeal before ITAT, Ahmedabad.

(ii) VAT matters Sr. No

Reference No Parties Place and Court

Tax Amount Involved

Brief details of the case

275

/Tribunal of Institution

(Rs. In lacs) (Rounded

Off)

1.

Writ Appeal Nos. 94, 115 and 116 of

2009

JMC

High court of Karnataka at Bangalore

868.64 with applicable interest and penalty

A notice was issued on 14.8.2007 by the Assistant Commissioner of Commercial Tax Department, Bangalore, inter alia, rejecting the returns of JMC as JMC being a work contractor, JMC has wrongly bifurcated its taxable turnover @ 4% and 12.5%. JMC vide its letter dated 5.9.2007 replied to the said notice, inter alia, justifying the said bifurcation. The ACCT-LVO 045 accepted the said justification of JMC vide its letter dated 10.10.2007 and issued no due certificate in Form VAT-146 for the period from April 2005 to August 2007. Subsequently, the Commercial Tax Officer (CTO), (Intelligence –XI) visited office of JMC on 27.2.2008 and verified the returns from April 2005 to January 2008. Subsequently, CTO (Intelligence-XI) issued a notice dated 11-3-2008 to JMC, inter alia, alleging that the deduction claimed by JMC in the returns are incorrect and illegal and raised a demand of Rs. 1,56,27,023/- for the purchases from COT dealers for the period of 2005-06, 2006-07 and 2007-08 and an amount of Rs.7,12,37,491/- for steel used in the work contracts for the year 2006-07 and 2007-08. Upon the receipt of the said notice JMC preferred a writ petition before the High Court of Karnataka, challenging the said notice. The High Court of Karnataka vide order dated 25.3.2008

276

while disposing the said petition, directed JMC to file necessary objections to the notice within the period of 10 days from the date of order and directed the authority to pass appropriate order as expeditiously as possible within a period of 4 weeks from the date of the order. Accordingly, JMC filed a reply to the department on 31.3.2008. Subsequently, on 17.9.2008, JMC received a notice from Commercial Tax Officer (Enforcement) – XI, inter alia, informing that upon the receipt of letter of JMC the Commissioner of Commercial Taxes vide his JDN order No. JDN.CR-60/08-09 has conferred JDN to reassess for the year 2005-06, 06-07 and 07-08. In the said notice JMC was requested to produce the books of account for the year 2005-06, 06-07 and 07-08 within 7 days from the date of receipt of the notice. Accordingly, JMC has produced the required books of accounts to Commercial Tax Officer (Enforcement)-XI. The Commercial Tax Officer (Enforcement)-XI thereafter on 17.11.2008 issued an endorsement calling for a reconciliation of the books of accounts and also directed the JMC to file the trial balance for the period from 1.4.2006 to 31.3.2008. JMC thereafter filed a writ petition before the Hon’ble High Court of Karnataka, inter alia, challenging, the jurisdiction of CTO (Intelligence), the said notices and endorsements. Vide order dated 16.12.2008, the Learned Single Judge of the High Court of Karnataka

277

disposed off the said writ petition in favour of the respondents. Against the said order JMC has filed the present Writ Appeals before the Division Bench of the Karnataka High Court. The same dismissed by the Court vide Order dated 29.05.2009, upholding the decision given by the Learned Single Judge.

2. Appeal No. 1104/2009 filed on 27.05.2009

JMC Karnataka Appellate Tribunal

2.60 with applicable interest and penalty

The appellants are registered under the Karnataka VAT Act, 2003. The Deputy Commissioner of Commercial Taxes, Bangalore verified their documents for correctness of monthly returns for April, 2005-March 2006. In his assessment order under Section 38 (1) of the Karnataka VAT Act, 2003, the deductions for sub contracts and input taxes was allowed. The Joint Commissioner of Commercial Taxes (Administration) VAT DVN-1 proposed to revise this order, by disallowing the deduction. When this revision was disputed by the appellants, the deduction in relation to sub-contracts was allowed, but not for input tax rebate in relation to composition dealers. Accordingly, the assessment order was modified. This present appeal has been preferred against this said order. Hearing for this appeal is still pending.

(iii) Service Tax matters

Sr. No

Reference No Parties Place and Court

/Tribunal of Institution

Tax Amount Involved

(Rs. In lacs) (Rounded

Off)

Brief details of the case

1.

F. No. DGC EI/AZU/12 (4) 124/2008 -09 dated 22/10/2008

JMC

DGCEI Ahmedabad

707.32 plus interest and penalty, if applicable

The Additional Director General (ADG) had conducted the search at the registered office of JMC on 7.8.2008 and seized relevant records under regular panchnama dated 7.8.2008. Pursuant thereto the

278

ADG conducted detailed investigation and issued a show cause cum demand notice dated 22.10.2008. In the said notice ADG has, inter alia, claimed that the preliminary scrutiny of the documents validate the information and reveal that JMC had opted for the composition scheme of works contract for payment of service tax at concessional rate of 2% (4% from 28.2.2008) Plus Ed. cess and High Ed. cess from the date of enactment of “Works Contract Service” i.e. 1.6.2007 on ongoing project. However, prior thereto, JMC was paying service tax either under commercial or industrial construction service or under construction of complex service at the effective date specified in section 66 of the Finance Act, 1994. The ADG after investigation concluded that a service provided who was already providing the taxable services under any category of taxable service prior to 1.6.2007 and had already paid the service tax before 1.6.2007 on any contract was not eligible to exercise the option of composition scheme of works contract for payment of service tax in view of sub-rule (3) of rule 3 of Works Contract (Composition Scheme for Payment of Service Tax) Rules, 2007. Accordingly, the ADG has held that all 34 contracts of JMC under execution as on 1.6.2007 and service tax on all the said contracts was being paid on consideration received. As per sub-rule (3) of rule 3 of Works Contract (Composition Scheme for Payment of Service Tax) Rules, 2007 benefit of payment

279

of service tax at concessional rate of 2% was not available on such contracts and that they were required to pay service tax at the nominal rate specified in section 66 of the said Act on the value of taxable service determined as per the provisions of rule 2A of the Valuation Rules read with Section 67 of the said Act on the consideration received during the period of 1.6.2007 to 31.7.2008 on the services of all said contracts. Accordingly, ADG has quantified the alleged short payment of service tax at Rs.7,07,31,967/- on all 34 ongoing projects/ contracts during the period from 1.6.2007 to 31.7.2008. The ADG has therefore called upon to show cause to the Commissioner of Service Tax, Ahmedabad as to why; (i) service tax amounting to Rs.7,07,31,967/- should not be demanded and recovered from JMC under sections 73 of Finance Act, 1994; (ii) interest at appropriate rate for delay payment of service tax should not be demanded and recovered under sections 75 of Finance Act, 1994 and (iii) penalty should not be imposed under sections 76 and 78 of Finance Act, 1994.. The ADG has further stated in the said notice that if no cause is shown by JMC against the action proposed to be taken within 30 days on the receipt of this notice or if JMC do not appear before adjudicating authority when the case is posted for hearing, the same would be liable to be adjudicated on the basis of evidence on record without any further communication to JMC.

280

JMC has replied to the said notice on 18.05.2009 and the matter is pending for hearing.

2.

F.NO:SD 02/104/CER/JMC/07-08/362

JMC

The Deputy Commissioner of Service Tax, Div.-II, Ambawadi, Ahmedabad

2.18 plus interest and penalty, if any

The Dy. Commissioner of Service Tax issued the present show cause notice requiring the JMC to show cause as to why (i) service tax on freight for the period of 16.11.1997 to 31.5.1998 should not be recovered by way of invocation of extended period of 5 years under Section 73 (1) of the Finance Act, 1994; (ii) the interest at prescribed rate should not be charged under the provisions of Section 75 on the amount of service tax; (iii) penalty should not be imposed @ Rs.200 for every day during which such failure continue or @ 2% of such tax per month whichever is higher starting with the first day after the due date till the date of actual payment of the outstanding amount of service tax, under Section 76; and (iv) penalty should not be imposed under Section 78 for concealing the value of taxable services. JMC vide its letter dated 25.2.2008 reply to the said notice and sought for an opportunity of being heard before the case is decided.. The Deputy Commissioner thereafter issue a notice dated 3.2.2009. give the opportunity of hearing on 19.2.2009. On 19.2.2009 JMC has filed further reply during the personal hearing, inter alia, requesting to withdraw the said notice. The final decision of the said hearing is awaited.

B. PROCEEDINGS INVOLVING THE PROMOTERS AND GROUP COMPANIES. 1. Mr. Hemant Modi

281

• Mr. Hemant Modi has received Notice dated 28.9.2004 from the Regional Director,

Employee State Insurance Corporation, Ahmedabad. For details please refer to Item A. I. 19, above.

• Criminal Case No. 2678 of 1999 has been filed by Government Labour Commissioner

against Mr. Hemant Modi for alleged violation of the provision of Child Labour (Prohibition and Regulation) Act, 1986. JMC and Hemant Modi pleaded guilty and hence the Court vide Order dated 14.4.2009 imposed a fine of Rs.20,600/-, which was paid by JMC and Mr. Hemant Modi and accordingly the matter stands disposed off. For details please refer to item A. II. (c). 4, above.

• Criminal Complaint case no. 270/2002 has been filed by Mr. Mantu before the Judicial

Magistrate (1st Court) at Malda alleging that cheque no. 457936 dated 13/10/2001, for an amount of Rs. 4,19,327 issued by JMC, has returned unpaid. It has been alleged by Mr. Mantu that JMC, pursuant to alleged receipt of purported notice issued in terms of section 138 of Negotiable Instruments Act, 1881, did not make good the said amount and hence Mr. Mantu has filed the compliant. Mr. Hemant Modi filed application for exemption from personal attendance by way of an application under Section 205 of CrPC. The same came to be rejected by an order dated 28.2.2006 (hereinafter the impugned order). Mr. Modi filed CRR No. 798 of 2006 against the impugned order before the Hon'ble High Court at Calcutta. The Hon'ble High Court was pleased to grant the said CRR No. 798 of 2006 vide its order dated 24.04.2006, thereby setting aside the impugned order with a condition that Mr. Modi must appear in the Court whenever specifically called upon to do so. Thereafter Mr. Mantu has preferred an application seeking modification and / or variation of the order dated 24.04.2006, passed in CRR No. 798 of 2006. The said application is pending.

• A criminal complaint No. 420 of 2006 has been filed before the Addl. Chief Metropolitan

Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3 above.

• Summary Case No. 900/98 had been filed by Asst. Registrar of Companies, Ahmedabad for

violation of Section 383(1A) of the Companies Act, 1956 as despite the paid up capital of JMC was higher than Rs. 50 Lacs, it did not have a whole time Company Secretary. For details please refer to item A. II. (d). 1, above.

2. Mr. Suhas Joshi

• Mr. Suhas Joshi has received Notice dated 28.9.2004 from the Regional Director, Employee

State Insurance Corporation, Ahmedabad. For details please refer to Item A.I.19, above. • Mr. Suhas Joshi HAS received a notice dated 9.9.2008 from the Inspector, Building and

Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 (‘Act’) and Assistant Administrator, Industrial Health and Safety. In the said notice it was stated that upon investigation in respect of the accidental death of Mr. Rahman Khan on 6.7.2008 at D.B. Mall Private Limited site, it was found that there was violation of section 40

282

of the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 read with rule 56 of the Madhya Pradesh Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2002 (‘Rules’) as the crane which was used was not inspected by the competent person. It was further alleged that there was a violation of section 39 of the Act and rule 210 of the Rules as the information in respect of the accident was not intimated to the authority and the relatives of Mr. Rahman Khan within four hours. The said notice further asked Mr. Joshi to show cause as to why no legal proceedings should be initiated against him. The said notice was replied by JMC vide its reply dated 4.10.2008. In the said reply JMC has inter alia denied the allegations made in the notice dated 9.9.2008 and stated that there was no violation of any of the provisions of the Act as well as the Rules. Thereafter Mr. Joshi was received another show cause notice dated 22.10.2008 under the Rules in respect of the same incident from the office of Labour Commissioner. In the said notice it was reiterated that there was violation of the provisions of the Act and the Rules and directed Mr. Joshi to show cause within seven days as to why permission should not be granted to initiate proceedings before the competent court against him. JMC replied to the said notice vide its letter dated 6.11.2008 and denied violation of any provisions of the Act and the Rules.

• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the Addl. Chief

Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3 above.

3. Kalpataru Power Transmission Limited (KPTL) A. OUTSTANDING LITIGATIONS filed against KPTL 1. Foreign Matters

Sr. No.

Reference No.

Parties

Place and Court of

Institution

Amount Involved

(Rs. In lacs) (Rounded

Off)

Brief details of the case

1. Case No. 2003/569

Makro Enerji Tele- Koinunikasyan Insaat Taahhut Ve Tic Ltd. Sti (Makro) v/s. KPTL – Barmek Consortium

Ankara 8TH Principal Court of Law’s Commercial Bench

157 equivalent to 469 billion Turkish Lira. Consider at the Conversion rate: 1.45 million Turkish Lira =1 USD = Rs. 48.50 As on

The case is filed by Makro, sub-contractor of Barmek, inter alia, for an Injunction on payments by TEIAS to KPTL – Barmek Consortium for its alleged outstanding dues from Barmek. Ankara Court granted Injunction restraining payment by TEIAS to KPTL – Barmek Consortium. An out of court understanding/ settlement was arrived at, between

283

25.07.2009

Barmek and Makro, pursuant to which, the Injunction on payments from TEIAS to KPTL - Barmek Consortium was lifted on 7.11.2003. Incidentally, Makro has given a “No Dues / No Claims” Certificate to KPTL. Subsequently Barmek could not discharge its obligation of payment as per settlement, therefore, Makro again requested Ankara Court for an Injunction. Ankara Court, by order dated 21.1.2004, granted an Injunction, subject to the condition of deposit of 15% of the Claim amount, i.e. 70 Billion Turkish Lira by Makro. A reply on merit has been filed on behalf of KPTL in October 2003, inter alia, contending that KPTL, though a member of the consortium, is not liable to make payment of dues of the other member, i.e. Barmek, since its role is restricted to supply of transmission line and parts thereof. However, till date, Makro has failed to comply with the said Injunction order, and hence, the order dated 21.1.2004 is currently not enforceable.

2. Taxation Matters

(a) Central Excise and Sales Tax

Sr. No

Reference No Parties Place and Court/ Authority of Institution

Amount Involved (Rs. In

lacs) (Rounded Off)

Brief details of the case

284

1. Show Cause Notice –V.73/15-58/OA/2003-04 dated 4.10.04

KPTL and Mr. Kamal Jain.

Office of the Additional Commissioner of Central Excise, Ahmedabad - III, Ahmedabad.

43.01 with penalty and interest recoverable under Central Excise Act, 1944 read with Central Excise Rules,1944.

KPTL has received Show Cause Notice from the Additional Commissioner of Central Excise Division - III, Ahmedabad for denial of Modvat Credit of Rs.43,01,225/- availed on materials supplied by M/s Sunrise Structurals & Engg. Works, Nagpur (Sunrise) on behalf of Maharashtra Steel Re-rolling Mills Pvt. Ltd. The contention of the Department is that though Sunrise had discontinued manufacturing activities from June 1999, KPTL has availed Modvate Credit on the basis of the invoices issued by Sunrise during January 2000 to March – 2000, it has wrongly paid the excise duty to the Government.

The said notice, is also issued to Mr. Kamal Jain, of KPTL asking him to show cause as to why penalty should not be imposed against him under Rule 209 of the Central Excise Rules, 1944. On 14.3.05, KPTL has filed detailed reply along with annexures asking for the show cause notice to be dropped. Personal hearing has taken place on 15.3.05 and the matter is awaiting decision.

2. Show Cause Notice No. SCN/KPTL/ST/GNR/2004 dated 27.1.05

KPTL Assistant Commissioner, Central Excise, Service Tax Cell, Gandhinagar.

1536 Alongwith penalty and interest on delayed payment under the Finance Act, 1994.

The present show cause notice is issued, requiring KPTL to show cause as to why the services for erection, testing and commissioning, the payment for which is received as ‘job work receipt’ amounting to Rs. 2,38,40,51,691/-, rendered by KPTL to various parties including foreign bodies, should not be treated as taxable service under the category of ‘Consulting Engineer’ more particularly in view of Circular no.

285

49/11/2002-ST dated 18.12.2002 issued by Central Board of Excise & Customs, New Delhi and not be assessed for Service Tax amounting to Rs.15,35,83,991/- and penalty under sections 69, 75(a), 76 and 78 of the Finance Act, 1994 and penalty under section 77 of the Finance Act, 1994 for a period from 1999 to 9.9.04 should not be imposed.

The said show case has been replied to by KPTL on 5th May’05 wherein KPTL has denied all the charges made by the department and submitted detailed reasons and documentary proof of validity of its claim. Personal hearing has also been asked for. On 29.10.2005, a corrigendum to earlier show cause notice has been issued whereby the authority to whom KPTL has been asked to show cause has been changed from “Assistant Commissioner, Central Excise, Div - Gandhinagar” to “Commissioner, Central Excise, Ahmedabad - III”.

Thereafter the Indian Electrical and Electronic Manufacturers Association (IEEMA) wrote a letter dated 11.1.2007 to the Commissioner, Service Tax. In the said letter IEEMA inter alia requested the Commissioner, Service Tax to issue necessary clarification about whether the activity of erection/construction of transmission towers alongwith the stringing of lines are covered under any taxable service and if so, the effective date from which it is taxable. Subsequently, the Commissioner, Service Tax wrote a letter dated 8.8.2007 to IEEMA. In the said letter it

286

was clarified that the service provided in the erection of equipment is taxable since 10.9.2004 under the category of “erection, commissioning or installation service”.

3. Show cause notice [C.No. IV-16 (ST)241/SKR/2006/96] dated 18.04.2006

KPTL Assistant Commissioner, Central Excise Division, Sikar

3.43 alongwith interest and penalty

The subject show cause has been issued to several companies including KPTL whereby each of them are alleged to have short paid their service tax liability.

KPTL has filed replies disputing the said liability. The matter is pending.

Subsequently, vide order dated 31.7.2007, the Assistant Commissioner, Central Excise Division, Sikar dropped the demand of service tax.

4. S.B. Civil (Sales-Tax) Revision No. 285 of 2007

Asst. Commercial Taxes Officer, (FS) Rajgarh (the authority) v/s. KPTL

High Court of Judicature for Rajasthan at Jodhpur.

0.98 with interest and penalty

Nexo Industries, Ludhiana had supplied goods to KPTL through a vehicle. The said vehicle was intercepted and checked by the Authority on 13.8.2003. On checking, the Authority was of the opinion that there was a wrong declaration on documents and apparently Form No.ST/18 A was also not found from the vehicle. The Authority issued a show cause notice and opportunity of hearing was given to KPTL. Thereafter the Authority vide order dated 20.8.2003 imposed a penalty of Rs.74,988/- and tax of Rs.19,996/- upon KPTL. KPTL on the said date made the payment of the said amount. Aggrieved by the said order dated 20.8.2003, KPTL filed appeal before the Dy. Commissioner (Appeal), Commercial Tax, Bhilwara. The said appeal was allowed by the Appellate Authority vide order dated 10.10.2005 and thereby rejected / set aside

287

the order passed by the Authority. The Authority thereafter filed an Appeal before the Rajasthan Tax Board, Ajmer against order dated 10.10.2005. The Rajasthan Tax Board vide order dated 28.5.2007 rejected the said Appeal filed by the Authority. Against the said order dated 28.5.2007, the present appeal before the High Court of Judicature for Rajasthan at Jodhpur, has been preferred by the Authority. The matter is pending for hearing. Inspite of request by KPTL, the Authority has not refunded the amount paid by KPTL on the ground of pendency of the present Appeal before the Rajasthan High Court.

3. Labour Matters

Sr. No

Reference No Parties Place and Court of Institution

Claims made Brief details of the case

1. Ref (LCA) No. 1801 of 2001

KPTL (First Party) V/s. Panchal Kanti-bhai Kalidas (Second Party)

Labour Court, Ahmedabad.

Rs. 3,05,760/ (computed for the period between 01.08.01 and 31.3.06) Reinstatement with back wages and costs.

Case referred to the Labour Court at the instance of the Second Party, seeking reinstatement with full back wages and all other statutory benefits, on the ground of illegal termination. The Hon’bel Labour Court was pleased to reject the reference filed against KPTL vide order dated 7.3.2008.

4. Arbitration Matters Sr. No

Claimant’s name

Important dates & information

Brief details of the case Amount Involved

(Rs in lacs) (Rounded

off) 1. Power Grid

Corporation of India Limited,

Date of Notice invoking Arbitration by PGCIL: 6.10.1999

PGCIL has invoked the Arbitration clause, vide its notice dated 6.10.1999 claiming the balance of Excise Duty

236 with interest and further

288

New Delhi (PGCIL)

Date of Order of Delhi High Court, in Arbitration Application No. 543 of 1999 under section 11 of the Arbitration Act, 1996: 29.3.2001 Arbitral Tribunal consists of: Hon’ble Mr. Justice V.A. Mohta (Retd), Hon’ble Mr. Justice B.J. Diwan (Retd.) and Shri Madan Lal Date on which Statement of Claim was filed by PGCIL: 28.11.2001 Date on which Written Statement and Counter Claim was filed by KPTL: 25.03.2002

amount to be refunded plus interest due thereon on account of non-payment / delayed payment which works out to Rs. 12,58,772/- as principal balance Excise Duty and Rs. 2,23,49,527/- as interest compounded from the date of Gate Pass till 25.10.2001, along with pendentelite and future interest @ 18% per annum, on the alleged ground of wrongful withholding of Excise Duty amount. KPTL has raised a counter claim of Rs. 13,30,290/- being the amount of deposit lying with PGCIL. KPTL has inter alia raised the defense that the claim is per-se barred by limitation and the Excise duty refunded to KPTL is not further refundable to PGCIL as the same was paid by KPTL at a fixed rate. On 6.3.2005, the Arbitral Tribunal has passed an order recommending the parties to settle the matter since the matter involves highly arguable issues and as the parties are enjoying good commercial relations. The Tribunal has also suggested a formula i.e. KPTL pays the principal amount of Excise Duty actually received by it with simple interest from 28.11.2001 i.e. date of statement of claim.

interest pendentelite and future interest @ 18% per annum.

5. Past Criminal Case Sr. No

Reference No

Parties Place and Court of Institution

Charge/ Allegation

Brief details of the case

1. C. R. 101 /2004

Labour Enforc-ement Officer (Central), Silguri –vs- KPTL & ors.

Sub-Divisional Judicial Magistrate, Alipurduar, Silguri, West Bengal.

Section 23 and 24 of the Contract Labour (Regulation and Abolition) Act, 1970 and Rules framed thereunder.

During inspection by Labour Enforcement Officer on 29.8.2003 of the Project premises of KPTL, the Officer claims to have noticed certain lapses amounting to infringement of the provisions of Contract Labour (Regulation and Abolition) Act, 1970 and the Rules including executing the contract work through 28 contract laborers without obtaining licence under section 12(1) of the said Act. The subject proceedings were initiated in respect of the aforesaid controversy. By

289

order dated 1.2.2006 the Magistrate has imposed fine of Rs.200 each on the accused persons.

B. OUTSTANDING LITIGATIONS filed by KPTL:

Sr. No

Reference No

Parties

Place and Court of

Institution

Amount Involved

/Claims made (Rs. In lacs) (Rounded

Off)

Brief details of the case

1. Appeal filed on 30.9.2004

KPTL v/s. State of Andhra Pradesh

Sales Tax Appellate Tribunal, Andhra Pradesh

1.19 with penalty and interest

The Dy. Commissioner (CT) Hyderabad (Rural) Division, Hyderabad for the year 1998-1999 proposed to revise the final assessment order of the Commercial Tax Officer, Saroornagar Circle, Hyderabad and issued a Pre-Revision show cause notice to KPTL proposing to levy the Turnover Tax on the work contract receipts. KPTL could not file their written objections to the said Pre-Revision Show Cause notice within the stipulated time and the Dy. Commissioner without giving further opportunity passed an order levying Turnover Tax on KPTL to the tune of Rs.1.19 lacs which was communicated to KPTL on 2.8.2004. KPTL has filed the said appeal against the proceedings of the Dy. Commissioner under Andhra Pradesh General Sales Tax Act, 1957. The said appeal is pending for hearing.

2. Appeal filed on 30.9.2004

KPTL v/s. State of Andhra Pradesh

Sales Tax Appellate Tribunal, Andhra Pradesh

0.13

with penalty and interest

The Dy. Commissioner (CT) Hyderabad (Rural) Division, Hyderabad for the year 1997-1998 proposed to revise the final assessment order of the

290

Commercial Tax Officer, Saroornagar Circle, Hyderabad and issued a Pre-Revision Show Cause notice to KPTL proposing to levy the turn over tax on the work contract receipts.

KPTL could not file its written objections to the said Pre-Revision Show Cause notice within the stipulated time and the Dy. Commissioner without giving further opportunity, passed an Order levying Turnover Tax on KPTL to the tune of Rs. 0.13 lacs which was communicated to KPTL on 2.8.2004.

KPTL has filed the said appeal against the proceedings of the Dy. Commissioner under Andhra Pradesh General Sales Tax Act, 1957.

The said appeal is pending for hearing.

3. Municipal Appeal No. 289/2002.

Meghji Mathuradas Manubai, wife of Meghji Mathuradas and Zaverbai, widow of Madhavji Mathuradas and Charandas Meghji Trust V/s. 1.Brihanmu-

bhai Mahagar-agr Palika

2.Municipal Commissi-oner of Greater Mumbai

Court of Small Causes at Bombay.

Under the impugned orders the ratable value has been assessed at 38.92 which is under challenge.

This appeal has been filed by Meghji Mathuradas Manubai & ors against an order of the Investigating Officer dated January 8, 1999 in relation to the determination of ratable value of certain properties of KPTL being assessed by Brihanmumbai Mahanagar Palika under the provisions of Bombay Municipal Corporations Act. Under the impugned orders the ratable value has been assessed for the aggregate value of Rs.38,92,150/- which is under challenge. The said matter is pending.

291

4. Appeal filed on 16.11.2005 and Appeal filed on 17.2.2009

KPTL v/s. Commissi- oner of Customs, Mumbai

Custom, Excise and Service Tax, Appellate Tribunal, Mumbai

57.11 with penalty and interest

By final assessment order of Bill of Entry No. 569052 dated 19.2.2003, full exemption from Countervailing duty was granted to KPTL. The Department appealed against the same by filing Appeal No. 96/2005 (JNCH) before the Commissioner of Customs (Appeals) JNCH, Nawa Shiva.

By order dated 5.8.05, the Commissioner of Customs (Appeal) JNCH, Nava Shiva has set aside the order of the lower authority and allowed the appeal of the Department. KPTL has challenged the order before the Customs, Excise and Service Tax Appellate Tribunal by filing appeal on 16.11.2005. The said matter is pending for hearing. During the penedency of the said appeal, the Dy. Commissioner of Customs wrote a letter dated 26.6.2007 to KPTL and requested KPTL to pay the differential amount of duty under the head CVD Rs.57,11,429.00 alongwith applicable interest for the period starting from the date of assessment, as per the order dated 5.8.2005. KPTL thereafter filed an application under section 129E of the Customs Act, 1962 before the Custom, Excise and Service Tax Appellate Tribunal for stay of the operation of order dated 5.8.2005 and letter dated 26.6.2007. The Custom, Excise and Service Tax Tribunal vide order dated 19.11.2007 dismissed the said stay application with a liberty to apply afresh if and when the notice dated 26.6.2007 is adjudicated.

292

Thereafter the Commissioner of Customs vide order dated 9.5.2008 adjudicated the claim raised in notice dated 26.6.2007 and accordingly directed KPTL to pay differential duty of Rs.57,11,429/- and interest thereon. The said order was challenged before the Commissioner of Customs (Appeals) and vide order dated 29.12.2008, the Commissioner of Customs (Appeals) upheld the earlier order dated 9.5.2008. Against the said order dated 29.12.2008 KPTL has filed an appeal before the Custom, Excise and Service Tax Appellate Tribunal on 17.2.2009 alongwith a stay application. The stay application came up for hearing on 24.06.2009 and during this hearing, the Hon’ble Tribunal allowed the appeal. The authority has started recovery proceedings in absence of any stay from KPTL as well as from its other group company, Kalpataru Limited. Due to the same KPTL and Kalpataru Limited have filed a writ petition before High Court of Judicature at Bombay being Writ Petition No.2780 of 2009. In the said petition the Hon’ble High Court of Judicature at Bombay vide order dated 5.3.2009 has directed the authority not to take any coercive steps to recover the demand pursuant to the order-in-original dated 9.5.2008 till disposal of the stay application and for a period of four weeks thereafter and disposed of the

293

writ petition.

5. Application No. ST/ S / 962 / 06 & Appeal No. ST / 70 / 06

KPTL V/s. Commissio-ner of Central Excise, Ahmedabad

Customs, Excise and Service Tax Appellate Tribunal, West Zonal Bench at Mumbai.

120 with interest and

penalty

The Commissioner, Central Excise, Ahmedabad-III, vide his order dated 20.12.2005 disposed of a show cause notice holding that KPTL is liable to pay Rs. 1,13,60,559/- as service tax and the service tax already paid by KPTL shall be adjusted against the said amount. KPTL had already paid, abeit under protest, a service tax of Rs. 1,16,26,813/-. An amount of Rs. 2,66,254/- had been paid over and above what was due. However, the Commissioner has imposed a penalty of Rs. 120 lakhs under section 78 of the Finance Act, 1994 holding that the amounts were paid belatedly and a further sum of Rs. 29,200/- has been imposed as penalty under section 76 of the Finance Act, 1994.

KPTL has appealed against the said order dated 20.12.2005.

The Customs, Excise and Service Tax Appellate Tribunal, by its order dated 20-04-2006, has dispensed with the condition of pre-deposit of penalty amount and allowed the stay petition.

6. Appeal filed on 27.2.2009

KPTL v/s Deputy Commissioner of Customs

Commissioner (Appeal).

0.6 with penalty and interest

KPTL has imported one “old and used frame for 3 Sheave Aerial Roller as sample” (the said goods) from its overseas project office (Kalpataru Transmission Limited, Abu Dhabi, UAE) and declared Rs.9,959.37 as assessable value. The Dy. Commissioner of Customs vide order dated 12.12.2008 hold that KPTL has violated para 2.17 of Foreign Trade Policy 2004-2009 and that both, the buyer and seller are related parties

294

and has declared value cannot be considered as transaction value in terms of section 14 of the Customs Act, 1962 read with Valuation Rules, 1988 and Valuation Rules, 2007. In view of the same the Dy. Commissioner had ordered to confiscate the said goods under section 111(d) and 111(m) of the Customs Act and allowed its redemption under Section 125 of Customs Act, 1962 on payment of a fine of Rs.5,000/- and also imposed a penalty of Rs.1000/- on KPTL. KPTL thereafter paid an amount of Rs.6000/- on 12.12.2008.

The present appeal is filed challenging the said order dated 12.12.2008 passed by the Dy. Commissioner, Central Excise. The appeal is pending.

7. D.B. Civil Writ Petition No. 1446 of 2007

KPTL v/s. State of Rajasthan & ors.

High Court of Rajasthan at Jodhpur

10.49 with penalty and interest

KPTL had received an assessment order dated 2.2.2007 from Commercial Taxes Officer, Tonk, inter alia, raising a demand of tax to the tune of Rs.9,54,056/- and interest thereon to the tune of Rs.95,405/- under the Rajasthan Tax on Entry of Goods into Local Areas Act, 1999 (the Act). Upon receipt of the said assessment order KPTL has filed the present petition. In the said petition, KPTL has inter alia, prayed for orders that the Act be declared ultra vires and that the said assessment order dated 2.2.2007 may be quashed and set aside.

The Hon’ble High Court of Judicature at Rajasthan at Jodhpur, vide order dated 21.3.2007 has admitted the said petition and directed that no coercive process be issued against the petitioner by the State for enforcing demand

295

created under the Act.

8. RLT No. 909 /2008/Tonk

KPTL v/s. Sub-Registrar & Tehsildar (Assessing Authority), Uniara, Dist. Tonk

Rajasthan Tax Board, Ajmer

1.58 plus interest

KPTL has received an attachment order dated 21.11.2007 from Collectorate (Revenue Office) Ajmer through Tehsildar and Dy. Registrar, Uniara on 29.11.07 for non-payment of land tax of Rs.3,15,150/- for the year 2006-07 and 2007-08.

It is the case of KPTL that it was never informed or in receipt of any kind of demand notice from Rajasthan Revenue Authority towards land tax liability for its Uniara Biomass Power Plant. In view of the same KPTL has immediately taken up the matter with the Collector Office, Revenue Department, and Tahsildar vide its letter dated 4.12.2007. In view of the same, KPTL deposited 50% of the demand amount under protest. Thereafter the present application for revision in Form No. 12 under section 51 of Rajasthan Finance Act, 2006 has been preferred. The said matter is pending for hearing.

9. Case No. 648/2008

KPTL v/s. Groupment Sioudan Imapc (GSI)

Tribunal of Cheraga, Algiers, Algeria

360.16

Equivalent to 55.16 million Algerian Dinar.

Consider at the Conversion rate: 74.28 DZD =1 USD = Rs. 48.50 As on

25.07.2009

KPTL had entered into a sub-contract with GSI for construction of 400 KV transmission line from EL KHEMIS to Berrouaghia for Sonelgaz, Algeria.

According to KPTL there was an unforeseen delay in execution of project and GSI had to incur idling cost on men and machineries. Upon completion of the work GSI submitted a claim on KPTL for the said extra cost incurred by it, mainly on account of idling of workmen and resources, stoppage of works for reasons not attributed to GSI. It was the

296

case of KPTL that the said claim raised by GSI was out of the contractual terms and that KPTL was not liable for the same. A joint meeting was held with GSI on 28th and 29th December 2007 and an MoU was signed between the parties. In the said MoU the parties had agreed that extra claim of GSI would be reviewed by KPTL and further deliberation will be made in the next meeting which was tentatively fixed in January 2008. Subsequently, a meeting was held on 22nd January 2008 in which detailed discussion took place and it was agreed that though contractually the claim of GSI was not tenable, KPTL, as a goodwill gesture, offered a lump sum payment of DA 10 million as full and final settlement to GSI.

GSI thereafter moved a petition before EL Cheraga Court, Algeria against KPTL. EL Cheraga Court vide order dated 7.4.2008 freezed the bank accounts with BNP Pari Bas Bank. Algeria of KPTL to the extent of GSI’s claim.

Against the said decision KPTL has filed the present appeal. The matter came up for hearing before the Cherega Tribunal and as requested by KPTL, the Tribunal rejected the submitted expert report on the ground of it being superficial and appointed a new expert, vide Order dated 13.04.2009.

C. NOTICE RECEIVED BY KPTL Sr. No

Noticer’s Name

Date of Notice

Claim Amount Rs. Lakhs (Rounded off)

Charges/ allegations

Brief details of the case

297

1. Mr. Manahar bhai Jadavbhai Gondalia (Mr. Goondalia)

27.11.2008 5.06 Non-payment of outstanding dues

Mr. Gondalia was given work of RGGY Rural Electrification Scheme by KPTL. Mr. Gondalia was to complete the said work by May 2007. KPTL had also given work of BPL connection to Mr. Gondalia on 15.5.2007 and Mr. Gondalia was to complete the said work by July 2007. As per the notice Mr. Gondalia had completed both the works within the prescribed period of time. Mr. Gondalia has alleged that KPTL has failed to make payment of Rs.5,05,426/- to Mr. Gondalia for the said work. Mr. Gondalia therefore issued the said notice.

KPTL replied to the said notice on 29.11.2008. In the said reply, KPTL has denied the contents of the notice dated 27.11.2008 as no details/ proof in respect of contract, the payments made from time to time and arrears of the payment have been shown in the said notice. It was further advised to Mr. Gondalia that he should contact the project manager of Amet with all necessary proof and original documents.

2. Show Cause Notice – F. No. V.Misc/ 30-1/ GNR/ Ref/ 07-08 Pt. I

30.12.2008 14.22 Claim of Refund.

KPTL vide letter dated 6.10.2008 to the Assistant Commissioner of Central Excise, Gandhinagar applied for refund of Central Excise duty of Rs.14,22,370/- paid for supplies under notification no. 108/95-CE dated 28.8.1995. Pursuant to the said application the present show cause notice has been issued by the

298

Assistant Commissioner, Central Excise. In the said show cause notice it is stated that upon scrutiny of the documents submitted by KPTL discrepancies, as stated therein, have been noticed and therefore KPTL has been called upon to show cause as to why the refund claimed by KPTL should not be rejected for violation of basic condition of the notification and that the refund claimed should not be credited to Consumer Welfare Fund under section 12C of Central Excise Act, 1944 as the assessee has failed to establish that the amount to which such refund is claimed has not been passed on by him to any other person as required under section 11B of Central Excise Act, 1944.

KPTL has vide letter dated 2.2.2009 replied to the said notice and requested for a personal hearing.

D. OTHER CASES KPTL is one of the Defendants/ Opponents in Motor Accident Claim Petition pending before the Court of Motor Accidents Claim Tribunal (Subordinate Judge), Tirupattur, Vellore District. We are informed that the vehicle involved in the said matter was not owned by KPTL. The compensation sought in the said matter is Rs.15 lacs. 4. KALPATARU CONSTRUCTIONS PRIVATE LIMITED (KCPL) (a) OUTSTANDING LITIGATIONS filed by KCPL Sr. No

Reference No Parties Court / Place of Institution

Amount of claim involved

(Rs. in lacs) (Rounded

off)

Brief details of the Case

1. Not Applicable

Arbitration Proceed-

Hon’ble Arbitrator Shri

The claim involved can be

KCPL had entered into a Development Agreement dated

299

ings between KCPL and The Seva Samiti Co- op Housing Society Limited (‘the Housing Society’).

Jai Chinai / Mumbai.

said to be to the extent of the valuation of property

15th May 1983 and Supplementary Agreement dated 15th May 1983, with the Housing Society for developing certain leasehold land provided by the Bombay Municipal Corporation (as the Lessor) to the Housing Society (as the Lessee). The members of the said Society, had since not been co-operating and were hindering / obstructing the construction activity and were not cooperative in respect of procuring permissions and sanctions required from Municipal Authorities. KCPL thereafter preferred Arbitration Petition No. 36 of 2002 seeking appointment of arbitrator before the Hon’ble High Court of Judicature at Mumbai. An Arbitrator came to be appointed in terms of the minutes of the order dated the 20th August 2002. At present the Arbitration is at a deadlock as the Society has not paid the fees to the Arbitrator.

2. First Appeal No. 2185 of 2005 in L.C. Suit No.7318 of 1986

KCPL V/s Ladharam Ahuja and two others (Original Plaintiffs) and Ors.

The High Court of Judicature at Bombay.

2.4 KCPL has preferred the appeal along with Civil Application No. 4719 of 2003, for Stay, against the order and decree dated 9.5.2003, passed by the Bombay City Civil Court, inter alia, directing that Plaintiffs to the suit to deposit amount of Rs. 2,40,000/- with Seva Samiti Co-operative Society (Society), within 6 months, pursuant to which the Society and KCPL were to give possession of the suit property to the Plaintiffs. The Appeal has been filed on the grounds, inter alia, that the City Civil Court at Bombay had no jurisdiction to try the suit and that the suit was barred by limitation. The appeal came to be admitted on 19.06.06 and stay has been granted on the execution of the Decree by Order dated 26.08.2008 providing security to the court by way of shops..

3. Municipal 1. Seva Court of Small No additional This appeal has been filed against

300

Appeal No. 281 of 2002

Samiti Co op Housing Society Limited. 2. KCPL V/s. Brihanm-umbai Mahanag-ar Palika and anr.

Causes at Bombay.

liability involved as KCPL has already paid the property taxes ‘under protest’ from time to time.

an order of the Investigating Officer dated September 20, 2001 in relation to the determination of ratable value of a building No. 10-A of the Seva Samiti Co-operative Housing Society Limited. The Appeal has not yet come up for hearing. The final outcome of this case would be that either the court adjudicates the rateable value lesser than Rs. 30,36,275/- and refund is ordered or the case will be dismissed, in which case, no additional liability will accrue.

4. Municipal Appeal No. 284 of 1999

1. Seva Samiti Co-op. Housing Society Ltd.

2. KPCL V/s Brihanm-umbai Mahanag-ar Palika and Anr.

Court of Small Causes at Bombay

No additional liability involved as KCPL has already paid the property taxes “under protest” in the year from time to time.

This Appeal has been filed against orders of the Investigating Officer dated 08.2.99 and 18.2.1999 in relation to the determination of rateable value of certain lands under construction at the Seva Samiti Co-op Housing Society Limited. The Appeal is pending. The final outcome of this case would be that either the court adjudicates the rateable value lesser than Rs.6,23,850/- and refund is ordered or the case will be dismissed, in which case, no additional liability will accrue.

(b) OUTSTANDING LITIGATIONS filed against KCPL Sr. No.

Reference No

Parties

Court / Place of Institution

Amount of claim involved

(Rs. in lacs)(Rounded

Off)

Brief details of the Case

1. Income Tax Appeal Nos. 47, 51, 52, 55, 56, 57, 58 of 2004 and 560 of 2003

Commissi-oner of Income Tax , Mumbai - III v/s. KCPL

The High Court of Judicature at Bombay.

553.57 with penalty and interest

The present Appeals have been filed challenging orders of the Income Tax Appellate Tribunal, Mumbai, Benches ‘E’ holding, inter alia, that interest income earned by KCPL from work in progress should be taxed as interest from other sources while interest on borrowings which were utilized for giving as advances to sister concerns had to be set off against interest received in terms of provisions of Section 57 (ii) of the

301

Income Tax Act, 1961. The Appeals have been admitted and the same are pending.

2. R.A. D Suit No.4238 of 1985

1. Tej Pradip Dalal

2. Rikeen

Pradip Dalal

3. Mandira

Pradip Dalal

V/s. 1.KCPL 2. Mukul

Harki-sonda-ss

Court of Small Causes at Bombay

The claim involved can be said to be to the extent of the valuation of property

This suit is filed praying, inter alia, for a declaration that the Plaintiffs along with Defendant No.2 are entitled to tenancy rights of the suit premises, including permanent injunction against Defendant No.2 from surrendering its tenancy rights to KCPL. KCPL is a formal party as owner of the entire building of which the suit premises is one of the flats. The suit was decreed in favour of the Plaintiffs vide Ex-parte decree dated 30.9.2000. The Defendant No.2 preferred a Misc. Notice, praying for permission to defend the suit. Similarly Misc. Notice No. 179 of 2002 was filed by KCPL also and the same came to be allowed and the Order dated 30.9.2000 was set aside. KCPL has filed Written Statement, inter alia, stating that the suit is barred by limitation and that KCPL became owners of the suit property in the year 1986. The suit is pending.

5. KALPATARU PROPERTIES PRIVATE LIMITED (KPPL) (previously known as

Kalpataru Construction Overseas Pvt. Ltd.) A. OUTSTANDING LITIGATIONS filed by KPPL Sr. No

Reference No

Parties

Court / Place of Institution

Amount of claim

involved (Rs. in)

(lacs) (Rounded

off)

Brief details of the Case

1. New No. M76 / 07-08

KPPL V/s. Deputy Commissi-oner of Income Tax, Range 3(2), Mumbai.

Commissioner of Income Tax (Appeal)

13.08 with penalty and

interest

The Income Tax Officer (ITO) has disallowed Rs. 19,78,127/- as interest paid on certain advances made to associate concerns of KPPL for the Assessment Year 1999 – 2000 holding that the same were advanced free of interest. In addition thereto, ITO also disallowed Rs. 200,000/- for

302

Administrative expenses, Rs. 1,26,254/- for Share issue expenses and Rs.25,00,000/- as capital gains on sale of shares. KPPL challenged the same before the Commissioner of Income Tax (Appeal) (CIT), inter alia on the ground that it had sufficient surplus funds, which it had received interest free and thus, lent it without seeking interest. The CIT upheld the disallowance made by ITO. The claim, thus is Rs. 9,43,628/- being the income tax (on various disallowances) and interest thereon. Hence KPPL has preferred the subject appeal before the ITAT against the order of Deputy Commissioner of Income Tax dated 2/9/2002. The Hon’ble ITAT vide order dated 31.10.2006 referred the matter back to Assessing Officer of Income Tax for recomputation of the disallowances. The Assessing Officer thereafter while recomputing the subject disallowances, vide order dated 31.12.2007 enhanced the said disallowances. KPPL has filed appeal before the Commissioner of Income Tax (Appeal) against the said order. The said appeal is pending.

2. Suit No. 2408 of 2006

KPPL v/s. Majithia Nagar Co-operative Housing Society Ltd. (Majithia)

High Court of Judicature at Mumbai

The liability will be to the extent of the tender value

KPPL has filed suit against Majithia for declaration that the agreement between KPPL and Majithia consisting of tender document/ form and the addendum dated 19.1.2005 read with the approved draft agreement between KPPL and Majithia jointly constitute a concluded contract, which is valid subsisting and binding upon Majithia and Majithia is bound and liable to specifically perform the terms thereof. In the said suit KPPL also filed a notice of motion which is pending for hearing and disposal.

3. Suit No. 852 of 1991

KPPL v/s. Mohasinbhai Rassiwalla &

High Court of Judicature at Mumbai

The claim involved can be said to be

KPPL have filed Suit No. 852 of 1991 in the High Court of Judicature at Mumbai against the

303

Ors. to the extent of the valuation of property

owners of the property at Kurla, inter alia praying for a declaration that there is a valid, binding and subsisting Agreement for Sale and Supplemental Agreement for specific performance thereof and other incidental reliefs including appointment of Receiver. The matter is pending for hearing.

4. T.E.& R. Suit No. 257/279 of 2003

Precious Finance & Investment Pvt. Ltd. v/s. Bharat Petroleum Corpn. Ltd. (BPCL)

Small Causes Court, Mumbai

The claim involved can be said to be to the extent of the valuation of property

A suit is filed and pending in the Small Causes court at Mumbai against Bharat Petroleum Corporation Ltd. who are the tenants in respect of the building belonging to Precious Finance & Investment Pvt. Ltd. In the meantime, the property of Precious Finance & Investment Pvt. Ltd. has been conveyed to KPPL by registered conveyance. The matter is presently pending for hearing and recording of evidence of BPCL.

B. Arbitration matter Sr. No

Respondent’s name

Important dates & information

Brief details of the Case Claim Amount (Rs. in lacs)

(Rounded off)

1. Shree Ram Mills Limited (SRM)

Date of invoking Arbitration by KPPL: 12.2.2005. Date of filing claim statement : 23.12.2005 Date of filing amendment application for amendment of claim: 14.1.2009. Reply to the amendment application : 23.1.2009 Name of the Arbitrators : Sr. Advocate Rafiq Dada, Hon’ble Mr. Justice Y. V. Chandrachud (retired) and Hon’ble Mr. Justice R. S. Pathak (Retired)

KPPL had entered into an MoU dated 28.6.2004 and an Addendum to the said MoU dated 10.12.2004 with SRM and Vijay Infrastructure Technologies Private Limited for sale of a plot admeasuring 20,955.40 sq. mtrs out of SRM’s property situated at Worli for a consideration of Rs.105.30 crores.

Dispute arose between the parties and KPPL invoked arbitration and filed an application under section 9 of the Arbitration and Conciliation Act, 1996. The High Court of Judicature at Bombay passed an order in the Petition that SRM should maintain status quo in respect of the said land.

An Appeal was filed under Section 37 of the Arbitration & Conciliation Act, 1996 (the ‘Arbitration Act’) against Order

1560.01 plus interest @ 24%

304

dated 19.7.2005 passed by the Bombay High Court in Arbitration Petition No. 78 of 2005 granting certain interim relief under section 9 of the Arbitration Act.

The Division Bench of Bombay High Court in Appeal No. 6458 of 2005, vide Order dated 27.10.2005 modified the Order dated 19.7.2005 and directed SRM to maintain status quo with regard to the disputed property.

SRM, being dissatisfied with the said order of the Division Bench filed a Review Petition before the same bench. The Review Petition has been dismissed by the Hon'ble Court vide its order dated 16.12.2005. Aggrieved by the said orders SRM preferred SLP before the Hon’ble Supreme Court of India. The Supreme Court of India vide order dated 1.12.2006 was pleased to reject the said SLP.

Meanwhile, KPPL appointed Sr. Advocate Rafiq Dada as their Arbitrator and the Shree Ram Mills Limited appointed Hon’ble Mr. Justice Y. V. Chandrachud (retired) as their Arbitrator and the said Arbitrators, in turn have appointed Hon’ble Mr. Justice R. S. Pathak (Retired) as the third Arbitrator. The claimant thereafter filed a claim statement for specific performance of the Agreement. Thereafter, KPPL on 14.1.2009 filed an application for amendment of claim to include claims for compensation in the alternative and without prejudice the relief of specific performance.

305

SRM on 23.1.2009 filed reply to the amendment application.

C. OUTSTANDING LITIGATIONS filed against KPPL. Sr. No

Reference No

Parties Court / Place of Institution

Amount of claim

involved (Rs.in lacs)

(Rounded off)

Brief details of the Case

1. Summary Suit No.3373 of 2001

Tristar Consultan-ts (Tristar) V/s KPPL

High Court of Judicature at Bombay

3.42 plus interest @18% per annum.

Tristar, who are recruiting agency have filed a Summary Suit for Rs.3,41,981/- with interest @ 18% per annum on the principal sum, on an alleged contention that KPPL was bound by a contract dated 18.5.1998 with one M/s Boyden International, pertaining to recruitment of employees, to make certain payments, which were not made. KPPL has filed Written Statements, inter alia, contending that the suit is not maintainable as M/s Boyden had also filed Summary Suit No. 3212 of 2000 on identical grounds and for identical claims which was withdrawn without liberty to file fresh suit.

The Suit is pending hearing and final disposal.

2. Appln. (WCA) No.721/C-214 of 2001

Ramacha-ndra Venkatesh Valmiki (Applican-t) V/s. 1. KPPL 2.Mr. Zafar Bhati 3. New India

Insurance

Co. Ltd.

(Opposite Party)

Court of Commissioner for Workmen’s Compensation Act, Bandra, Mumbai

2.73 (the claim amount), together with interest at the rate of 12% from 28.6.2000 till realisation and penalty as awarded by the Court.

This case is filed under the provisions of Workmen’s Compensation Act, 1923, for claiming compensation and damages alleged caused due to injury to the Applicant. He has contended that he was employed by the Opposite Party No. 2 (contractor) as helper and suffered from a fall from the 6th Floor of new building, while he was working as a helper. KPPL (builders and Opposite Party No. 1) have filed a written statement contending inter alia that they have no privity of contract with the Applicant. It is also contended that the Applicant has failed to justify his claim.

Leading of evidence on behalf of KPPL is over. The matter is at the

306

stage of leading of evidence by the Opposite Party No.2 and 3.

3. Appeal No. (L) 2723 of 2005 in Injunction Notice No. 46 of 2002 in RAD Suit No. 230 of 2002 & Appeal (L) No. 2724 of 2005 in Injunction Notice No. 47 of 2002 in RAD Suit No. 231 of 2002

M/s S.K. Kabbur Pvt. Ltd. & anr. v/s. Arun Bros. and KPPL & M/s S.K. Kabbur Pvt. Ltd. & anr. v/s M/s Atul Arun Printing Press and KPPL

Court of Small Causes at Bombay

The claim involved can be said to be to the extent of the valuation of property

Two suits were filed by Arun Bros and M/s. Atul Arun Printing Press (hereinafter collectively referred to as ‘the Plaintiffs’) for declaration that the Plaintiffs are lawful sub-tenants of M/s S.K. Kabbur Pvt. Ltd. in respect of the suit premises. KPPL, vide its affidavits in the suits, each dated 13.06.2002, has contended it has no legal right or interest in the suit premises and that it has been wrongfully joined in suit.

The Plaintiffs had also filed Injunction Notice Nos. 46 and 47 of 2002 in the respective suits. The said injunction notice in the suit of the Plaintiffs have been made absolute by the Court wherein no action can be taken against them to dispossess.

Appeals, challenging the said order have been filed in both the matters, which are pending.

4. R.A.D. Suit No.1647 of 2002

Prakash Anand Butani V/s. KPPL and anr.

Small Causes Court, Bombay

The claim involved can be said to be to the extent of the valuation of property

One Mr. Prakash Butani, conductor of Milk Centre business on behalf of one Sindhi Nagar Consumer Co-op. Society [a Society floated by The Seva Samiti Co op Housing Society Limited (hereinafter ‘the Housing Society’)] filed a Suit to claim tenancy in respect of Milk Centre business. KPPL is developing the property on behalf of the Housing Society and the said Mr. Butani is claiming tenancy rights on the property. Mr. Butani preferred an injunction application praying for orders restraining KPPL from disturbing his possession. The Society and KPPL have filed joint Written Statement, inter alia, stating that the Plaintiff is not a tenant and the suit is misconceived. The Hon’ble Court had dismissed the said injunction application preferred by Mr. Butani. An Appeal was preferred challenging the said order, by Mr. Butani.

307

However, the same was withdrawn as not pressed, vide Order dated 23.1.2003. The suit is pending.

5. CR No. 84/ Misc of 2007

Mrs. Shyabeena Rafique Ahmed Shaikh v/s. Shaikh R. Ahmed & Ors.

Metropolitan Magistrate, Bandra

NIL This is a dispute between husband and wife. KPPL being the proposed Developer of the property has been impleaded in the proceedings, though, in the opinion of KPPL, it has no connection and/or reason to be a party. Application for discharge has been made which is pending.

6. K. C. Holdings Private Limited : Nil 7. Energylink (India) Limited : Nil 8. Shree Shubham Logistics Limited (SSLL) (a) Outstanding litigation filed by SSLL Sr. No

Reference No

Parties Court / Place of Institution

Amount of claim

involved (Rs.in lacs)

(Rounded off)

Brief details of the Case

1. S.B. Civil Writ Petition No. 5613 of 2009

SSLL v/s. Board of Revenue & ors

High Court of Judicature, Rajasthan

The claim involved can be said to be to the extent of valuation of property.

SSLL had purchased industrial land from Shri Jagdevsingh, Shri Satyadevsingh, Shri Sukhvirsingh and Smt. Lalitadevi all belonging to Ahir cast which is not a scheduled tribe in the State of Rajasthan. On 17.9.2007 an application under Section 42 read with Section 175, and 177 of Rajasthan Tenancy Act, 1955 was submitted by Tehsildar before Sub-Divisional Officer, Ramgarh claiming that the land which was purchased by SSLL belonged to Scheduled Cast and that the same has been converted with the intention to sell to non-reserved category. It was therefore prayed that the land in question be reverted back as Siwai Chuck. The Sub-Divisional Officer vide order dated 5.2.2008 declared the land as Siwai Chuck without giving notice to SSLL or the sellers. SSLL thereafter preferred a

308

First Appeal before the Revenue Appellate Authority, Alwar, against the said order dated 5.2.2008. The Revenue Appellate Authority vide order dated 20.8.2008 upheld the decision of Sub-Divisional Officer. Second Appeal was filed on 19.3.2009 against the order of Revenue Appellate Authority dated 20.8.2008. The hearing of the matter was over and the Hon’ble Division Bench has pronounced the judgment on 01.04.2009 against SSLL. SSLL has filed the present appeal before the High Court of Rajasthan. Hon’ble Court has given interim order to serve the notice on respondents and maintain the status quo on the land in the dispute.

(b) Past litigation filed by SSLL Sr.

No

Reference

No

Parties Court / Place of

Institution

Amount of

claim

involved

(Rs.in

lacs)

(Rounded off)

Brief details of the Case

1.

Appeal Decree T Act No. 8920 of 2008

SSLL v/s. Tehsildar, Ramgarh, Alwar, Rajasthan & Ors.

Revenue Board, Alwar, Rajasthan

The claim involved can be said to be to the extent of valuation of property.

SSLL had purchased industrial land from Shri Jagdevsingh, Shri Satyadevsingh, Shri Sukhvirsingh and Smt. Lalitadevi all belonging to Ahir cast which is not a scheduled tribe in the State of Rajasthan. On 17.9.2007 an application under Section 42 read with Section 175, and 177 of Rajasthan Tenency Act, 1955 was submitted by Tehsildar before Sub-Divisional Officer, Ramgarh claiming that the land which was purchased by SSLL belonged to Scheduled Cast and that the same has been converted with the intention to sell to non-

309

reserved category. It was therefore prayed that the land in question be reverted back as Siwai Chuck. The Sub-Divisional Officer vide order dated 5.2.2008 declared the land as Siwai Chuck without giving notice to SSLL or the sellers. SSLL thereafter preferred a First Appeal before the Revenue Appellate Authority, Alwar, against the said order dated 5.2.2008. The Revenue Appellate Authority vide order dated 20.8.2008 upheld the decision of Sub-Divisional Officer. Second Appeal was filed on 19.3.2009 against the order of Revenue Appellate Authority dated 20.8.2008. The hearing of the matter was over and the Hon’ble Division Bench has pronounced the judgment on 01.04.2009 against SSLL. Hence, the matter stands disposed off.

9. Amber Real Estate Limited : Nil 10. Saicharan Properties Limited : Nil 11. Kalpataru Power Transmission (Mauritius) Limited : Nil 12. Kalpataru S A (Pty) Limited : Nil 13. Kalpataru Power Transmission Nigeria Limited : Nil 14. JMC Infrastructure Limited : Nil 15. JMC Consultants & Developers Private Limited : Nil 16. M/s. J. M. Construction : Nil 17. SAI Consulting Engineers Private Limited : Nil 18. Adeshwar Infrabuild Limited : Nil C. PROCEEDINGS INVOLVING DIRECTORS OF JMC. 1. Mr. D. R. Mehta : Nil

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2. Mr. Hemant Modi: • Mr. Hemant Modi has received Notice dated 28.9.2004 from the Regional Director,

Employee State Insurance Corporation, Ahmedabad. For details please refer to Item A. I. 19, above.

• Criminal Case No. 2678 of 1999 has been filed by Government Labour Commissioner

against Mr. Hemant Modi for alleged violation of the provision of Child Labour (Prohibition and Regulation) Act, 1986. JMC and Hemant Modi pleaded guilty and hence the Court vide Order dated 14.4.2009 imposed a fine of Rs.20,600/-, which was paid by JMC and Mr. Hemant Modi and accordingly the matter stands disposed off. For details please refer to item A. II. (c). 4, above.

• Criminal Complaint case no. 270/2002 has been filed by Mr. Mantu before the Judicial Magistrate (1st Court) at Malda alleging that cheque no. 457936 dated 13/10/2001 for an amount of Rs. 4,19,327 issued by JMC, has returned unpaid. It has been alleged by Mr. Mantu that JMC, pursuant to alleged receipt of purported notice in terms of section 138 of Negotiable Instruments Act, 1881, did not make good the said amount and hence Mr. Mantu has filed the compliant. Mr. Hemant Modi filed application for exemption from personal attendance by way of an application under Section 205 of CrPC. The same came to be rejected by an order dated 28.2.2006 (hereinafter the impugned order). Mr. Modi filed CRR No. 798 of 2006 against the impugned order before the Hon'ble High Court of Calcutta. The Hon'ble High Court was pleased to grant the said CRR No. 798/2006 vide its order dated 24.04.2006, thereby setting aside the impugned order with a condition that Mr. Modi must appear in the Court whenever specifically called upon to do so. Thereafter Mr. Mantu has preferred an application seeking modification and / or variation of the order dated 24.04.2006, passed in CRR No. 798 / 06. The said application is pending.

• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the Addl.

Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3 above..

• Summary Case No. 900/98 had been filed by Asst. Registrar of Companies, Ahmedabad for

violation of Section 383(1A) of the Companies Act, 1956 as despite the paid up capital of JMC was higher than Rs. 50 Lacs, it did not have a whole time Company Secretary. For details please refer to item A. II. (d). 1, above.

3. Mr. Suhas Joshi:

• Mr. Suhas Joshi has received Notice dated 28.9.2004 from the Regional Director, Employee

State Insurance Corporation, Ahmedabad. For details please refer to Item A.I.19, above. • Mr. Suhas Joshi has received a notice dated 9.9.2008 from the Inspector, Building and Other

Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 (‘Act’) and Assistant Administrator, Industrial Health and Safety. In the said notice it was

311

stated that upon investigation in respect of the accidental death of Mr. Rahman Khan on 6.7.2008 at D.B. Mall Private Limited site, it was found that there was violation of section 40 of the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 read with rule 56 of the Madhya Pradesh Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2002 (‘Rules’) as the crane which was used was not inspected by the competent person. It was further alleged that there was a violation of section 39 of the Act and rule 210 of the Rules as the information in respect of the accident was not intimated to the authority and the relatives of Mr. Rahman Khan within four hours. The said notice further asked Mr. Joshi to show cause as to why no legal proceedings should be initiated against him. The said notice was replied by JMC vide its reply dated 4.10.2008. In the said reply JMC has inter alia denied the allegations made in the notice dated 9.9.2008 and stated that there was no violation of any of the provisions of the Act as well as the Rules. Thereafter Mr. Joshi was received another show cause notice dated 22.10.2008 under the Rules in respect of the same incident from the office of Labour Commissioner. In the said notice it was reiterated that there was violation of the provisions of the Act and the Rules and directed Mr. Joshi to show cause within seven days as to why permission should not be granted to initiate proceedings before the competent court against him. JMC replied to the said notice vide its letter dated 6.11.2008 and denied violation of any provisions of the Act and the Rules.

• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the Addl.

Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3 above.

4. Mr. Kamal Jain

• Show cause notice dated 4.10.2004 has been issued to Mr. Kamal Jain by the Office of the Commissioner of Central Excise, Ahmedabad III. The amount involved is Rs. 43 lacs and odd. For details please refer to item B.3.A.2.(a).1, above.

5. Mr. M. G. Punatar : Nil 6. Mr. Ramesh Sheth : Nil 7. Mr. Manish Mohnot : Nil

D. PROCEEDINGS INVOLVING JMC MINING AND QUARRIES LIMITED (Wholly

Owned Subsidiary of JMC) (JMC Mining)

1. a. Notices received by JMC Mining Sr. No.

Noticer’s Name

Date of Notice

Claim Amount (Rs. in lacs)

(Rounded off)

Charges / Allegations

Brief details of the Case

312

1. a) Ramabhai Raijibhai Macchi b) Shanabhai Raijibhai Macchi

6/10/2004 1.20 and costs presently claimed in the notice

• Quarries and Mining -damage crops and are hazardous to health.

• Violating order of injunction

• Non payment of alleged outstanding of Rs. 1,20,000/-

The Noticers’ have claimed that they own agricultural lands adjoining JMC Mining’s mines and quarries and have alleged that the mining and quarrying operations have inter alia caused severe damage to standing crops in the fields adjacent to the mines and is also hazardous to the health of their family and other villagers. They have alleged that JMC Mining is violating the interim temporary injunction passed in T. Civil Suit No. 43 of 2004 by Court of Civil Judge (JD) at Dakore, Thasra. Noticers have demanded payment of alleged due of Rs. 1,20,000/- from JMC Mining. JMC Mining, in its reply, dated 26.10.2004 asserted its right to win black trap under a lease, that it regularly pays royalty, rent, dead rent, for the mining operations and that mining does not cause health hazards or damage farming. It has also denied to have violated injunction passed in T. Suit No. 43 of 2004.

313

b. Issued by JMC Mining. Sr. No.

Noticer’s Name

Date of Notice

Claim Amount (Rs. in lacs)

(Rounded off)

Charges / Allegations

Brief details of the Case

1.

M/s. Arihant Corporation (Arihant)

20.9.08

0.45 with interest and penalty

Recovery of outstanding amount.

Arihant has purchased from JMC Mining certain construction material for which JMC Mining was keeping open mutual current account. However, Arihant subsequently failed to pay an amount of Rs.39,869/- to JMC Mining. JMC Mining vide said notice called upon Arihant to pay the said outstanding amount alongwith cost of the notice amounting to Rs.5,500/-.

2 OUTSTANDING LITIGATIONS filed against JMC Mining (a) Civil Cases Sr. No

Reference No Parties Court / Place of Institution

Amount Involved (Rs.in) (lacs) (Rounded

Off)

Brief details of the case

1. T. Civil Suit No. 43 of

2004

Heirs of Deceased Bijalbhai Gobarbhai Macchi (Plaint-iffs) V/s JMC Mining and anr.

Civil Judge (Junior Division) at Dakore, Thasra

The claim involved can be said to be to the extent of the valuation of property

The Plaintiffs have filed the subject suit, seeking a Declaration and Permanent Injunction against JMC Mining prohibiting JMC Mining or its agents / workers from entering the property described in the suit, i.e. 11 Acers land at Hissa No. 99 of Agricultural Land No. 6 at Thasara. JMC Mining, in its Written Statement dated 26.10.04 has produced necessary lease orders from the Government as also the copies of Village Form 7/12 in which the right of JMC Mining over its land is duly reflected. It has inter alia, challenged the locus standi of the Plaintiffs and has contended that the land of the Plaintiffs are not near the land of JMC

314

Mining. The Civil Judge by its order dated 5.10.2004 granted a temporary injunction restraining JMC Mining from entering the suit property. Subsequently, vide order dated 17.10.2006 the Hon’ble Court rejected the Notice of Motion Application. Thereafter, the Hon’ble Court has framed the issues. The parties mutually agreed to compromise and hence the Learned Civil Judge had passed an order dated 17/03/2009 to that effect. Thus, the case is disposed off.

(b) Other Cases.

JMC Mining is one of the Defendants / Opponents in 2 (two) Motor Accident Claim Petitions pending before two Motor Accident Claims Tribunals. In both the matters, the Vehicle involved, which is of the ownership of JMC Mining, is insured with Insurance Company. The total claim in both the Petitions is Rs.9,00,000/-. The Insurance Company has certified that the subject vehicles are covered by the Insurance Policies and the said Insurance Company would pay the amount as per the verdict of the Tribunals as per applicable rules.

3. OUTSTANDING LITIGATIONS filed by JMC Mining Sr. No

Reference No Parties Court / Place of Institution

Amount Involved (Rs. in

(lacs)

Brief details of the case

1. T. Civil Suit No. 22/2004

JMC Mining v/s Rama-bhai R Macchi, & ors. (Defen-dants)

Civil Judge (Junior Division) at Dakore, Thasra.

The claim involved can be said to be to the extent of the valuation of property

Suit filed by JMC Mining for an order inter alia, restraining Defendants, their agents, assignees, etc. from entering unauthorizedly the premises / lands of JMC Mining and restraining them from making illegal monetary demands. It was contended by JMC Mining that the said Defendants were inter alia creating nuisance and obstructing the way to the quarry and also giving threats and harassing the employees of JMC Mining. The suit is preferred to seek declaratory reliefs

JMC Mining also filed an application under Order 39 Rule 1 & 2 read with Section

315

151 of the Civil Procedure Code, 1908, seeking ad-interim reliefs in line with the prayers to the suit.

The Hon’ble Court, vide its order dated 11.6.2004 granted ex-parte ad-interim relief which was subsequently vacated vide Order dated 08.10.04.

Against the said order JMC Mining filed an Miscellaneous Civil Appeal No.148 of 2004 before the Hon’ble Fast Track Court, Nadiad. The Hon’ble Fast Track Court at Nadiad vide order dated 29.12.2006 allowed the said Appeal from Order and set aside the order of Hon’ble Civil Judge, Junior Division at Dhakore, Thasra rejecting the interim relief granted in favour of the Plaintiff and thereby granted interim relief to JMC Mining.

The Hon’ble Court thereafter on 30.6.2008 framed the issue at Exhibit 65.

The Defendant No. 2, 4 and 6 have filed an application, inter alia, requesting their deletion as party Respondents which was accepted and the defendants No. 2, 4 and 6 have been deleted by the Civil Judge vide order dated 21.04.2009.

Next hearing date is on 29/08/2009.

2. Criminal Case No. 1349 of

2003

JMC Mining v/s M/s Shivam Engine-ers and ors.

Court of Metropolitan Magistrate, Ahmedabad

1 A cheque, issued by M/s. Shivam Engineers, for Rs.1 lac bearing no. 270705 dated 16.5.03 was returned unpaid by Bank of India, Khanpur, Ahmedabad on the ground of ‘insufficient funds’. JMC Mining served a notice u/s 138 of the Negotiable Instruments Act, 1881, to which no reply was received. Hence, Criminal Case was filed before the Metropolitan Magistrate, Ahmedabad. Summons have been served on the parties by

316

way of Registered Post A. D. on 21.09.04. However the accused have not remained present and warrants have been issued. The matter is pending.

3. T. Criminal Case No. 1010

of 2005

JMC Mining v/s Jatin bhai Dave, Prop. Akshar Amrut Enterpr-ise.

Court of Judicial Magistrate, First Class, Dakore, [Camp. Thasra]

1.35 A cheque for Rs.1,34,827/- bearing no. 735179 dated 14.09.05, issued by the accused and signed by the accused as proprietor of Akshar Amrut Enterprise had been issued to JMC Mining for valid consideration. On presentation of the cheque with ICICI Bank Limited, the said cheque was returned unpaid on the ground of ‘Funds insufficient’. JMC Mining served a notice u/s 138 of the Negotiable Instruments Act, 1881, to which no reply was received. Hence, the subject Criminal Case was filed, praying that the accused be held guilty in terms of the provisions of the Negotiable Instruments Act and that the accused may be made laible to pay an aggregate amount equivalent to twice the amount of the cheque.

The Hon’ble Court had issued bailable warrants but the accused remain present on 6.9.2006 and therefore the Court has issued fresh bailable warrant against the accused.

Thereafter the parties arrived at a settlement which was placed on record before the Hon’ble Court on 2.2.2008. As per the terms of the said settlement the Accused is paying the outstanding amount to JMC in instalments.

E. PROCEEDINGS INVOLVING DIRECTORS OF JMC MINING: 1. Mr. Hemant Modi

• Mr. Hemant Modi has received Notice dated 28.9.2004 from the Regional Director, Employee State Insurance Corporation, Ahmedabad. For details please refer to Item A. I. 19, above.

317

• Criminal Case No. 2678 of 1999 has been filed by Government Labour

Commissioner against Mr. Hemant Modi for alleged violation of the provision of Child Labour (Prohibition and Regulation) Act, 1986. JMC and Hemant Modi pleaded guilty and hence the Court vide Order dated 14.4.2009 imposed a fine of Rs.20,600/-, which was paid by JMC and Mr. Hemant Modi and accordingly the matter stands disposed off. For details please refer to item A. II. (c). 4, above.

• Criminal Complaint case no. 270/2002 has been filed by one Mr. Mantu before the

Judicial Magistrate (1st Court) at Malda alleging that cheque no. 457936 dated 13/10/2001, for an amount of Rs. 4,19,327 issued by JMC has returned unpaid. It has been alleged by Mr. Mantu that JMC, pursuant to alleged receipt of purported notice issued in terms of section 138 of Negotiable Instruments Act, 1881, did not make good the said amount and hence Mr. Mantu has filed the compliant. Mr. Hemant Modi filed application for exemption from personal attendance by way of an application under Section 205 of CrPC. The same came to be rejected by an order dated 28.2.2006 (hereinafter the impugned order). Mr. Modi filed CRR No. 798/2006 against the impugned order before the Hon'ble High Court at Calcutta. The Hon'ble High Court was pleased to grant the said CRR No.798/06 vide its order dated 24.04.2006, thereby setting aside the impugned order with a condition that Mr. Modi must appear in the Court whenever specifically called upon to do so. Thereafter Mr. Mantu has preferred an application seeking modification and / or variation of the order dated 24.04.2006, passed in CRR No. 798 / 06. The said application is pending.

• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the

Addl. Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981 JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3 above..

• Summary Case No. 900/98 had been filed by Asst. Registrar of Companies,

Ahmedabad for violation of Section 383(1A) of the Companies Act, 1956 as despite the paid up capital of JMC was higher than Rs. 50 Lacs, it did not have a whole time Company Secretary. For details please refer to item A. II. (d). 1, above.

2. Mr. Suhas Joshi

• Mr. Suhas Joshi has received Notice dated 28.9.2004 from the Regional Director, Employee State Insurance Corporation, Ahmedabad. For details please refer to Item A.I.19, above.

• Mr. Suhas Joshi HAS received a notice dated 9.9.2008 from the Inspector, Building

and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 (‘Act’) and Assistant Administrator, Industrial Health and Safety. In the said notice it was stated that upon investigation in respect of the accidental death of Mr. Rahman Khan on 6.7.2008 at D.B. Mall Private Limited site, it was found that

318

there was violation of section 40 of the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 read with rule 56 of the Madhya Pradesh Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2002 (‘Rules’) as the crane which was used was not inspected by the competent person. It was further alleged that there was a violation of section 39 of the Act and rule 210 of the Rules as the information in respect of the accident was not intimated to the authority and the relatives of Mr. Rahman Khan within four hours. The said notice further asked Mr. Joshi to show cause as to why no legal proceedings should be initiated against him. The said notice was replied by JMC vide its reply dated 4.10.2008. In the said reply JMC has inter alia denied the allegations made in the notice dated 9.9.2008 and stated that there was no violation of any of the provisions of the Act as well as the Rules. Thereafter Mr. Joshi was received another show cause notice dated 22.10.2008 under the Rules in respect of the same incident from the office of Labour Commissioner. In the said notice it was reiterated that there was violation of the provisions of the Act and the Rules and directed Mr. Joshi to show cause within seven days as to why permission should not be granted to initiate proceedings before the competent court against him. JMC replied to the said notice vide its letter dated 6.11.2008 and denied violation of any provisions of the Act and the Rules.

• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the

Addl. Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands disposed off..

3. Mrs. Sonal Modi: Nil 4. Mr. Kamal Jain

• Show cause notice dated 4.10.2004 has been issued to Mr. Kamal Jain by the Office of the Commissioner of Central Excise, Ahmedabad III. The amount involved is Rs. 43 lacs and odd. For details please refer to item B.3.A.2.(a).1, above.

F. PROCEEDINGS INVOLVING JMC ASSOCIATED JV (PARTNERSHIP FIRM) (JAJ) 1. OUTSTANDING LITIGATION FILED AGAINST JAJ Sr. No

Case No

Parties

Court / Place of Institution

Amount claimed (Rs. in (lacs) (Rounded

off)

Brief details of the case

1 Suit No. 4/ 90

Rajkumar and another V/s. Delhi Administra-tion and

In the Court of Civil Judge, Delhi.

The claim involved can be said to be to the extent of the valuation of

Owing to certain disputes that arose between the purported owners of land, measuring Two Bighas and forming a part of Kh. No. 205/2, namely Shri Rajkumar

319

others. property

and one Jaswant Singh had with Delhi Administration and others, a suit, being Suit no. 4 of 1990 came to be filed before the Civil judge, Delhi. The suit, as filed, did not have JAJ as a party defendant. However, an application dated 6.1.2003 under Order 1 Rule 10 of the Code of Civil Procedure, 1908 (‘the Code’) read with Section 151 of the Code, came to be filed wherein it is alleged that JAJi is constructing on the disputed land, under a contract awarded to it by Delhi State Industrial Development Corporation, Technical Center Building, Warzipur, Delhi (DSIDC). Vide the said application, it has been prayed inter alia, that JAJ be added as party defendants to the suit and that JAJ be restrained from the alleged construction on the disputed land. The application is pending

2

Civil Suit No.(OS) 477 of 2008

Delhi State Industrial & Infrastructure Development Corporation (DSIDC) v/s. JMC Associate JV

Delhi High Court

21.67 with interest @ 18% p.a.

DSIDC had awarded the contract to JAJ for the work of design and construction of combined effluent treatment plant including pumping station and effluent works at Najafgarh. According to JAJ right from the beginning JAJ started facing problems with regard to handing over of the site for effective execution of the contract.

JAJ vide its letter dated 16.06.2005 brought to the notice of the DSIDC that unless and until the prevailing issues were addressed, it would not be possible for JAJ to execute and complete the project.

Thereafter, DSIDC rescinded the said contract vide their Notice dated 17.04.2007 called upon JAJ for a joint measurement on 24.04.2007 which was later re-fixed on 28-05-2007.

It is the case of JAJ that when the representative of JAJ reached the office of the DSIDC on 28.05.2007

320

for joint measurement of the work. On that day nothing happened. Accordingly, the representative of JAJ once again on 29.05.2007 went for a joint measurement and it was informed that the DSIDC have already taken and verified the measurements and it was not required to go to the site again. Thus, DSIDC not only failed and neglected but refused to carry out the joint measurement.

And afterwards DSIDC had preferred the civil suit against JAJ for the recovery of mobilization advance after giving the credit against the work done and claiming the amount of Rs.2167389/- with interest @ 18% p.a.

G. AGGRAWAL – JMC JV (ASSOCIATION OF PERSON) (AJJV)

1. ARBITRATION MATTERS

Sr. No

Respondent’s name

Important dates & information

Brief details of the Case Claim Amount (Rs. in lacs)

(Rounded off)

1. National Highway Authority of India (NHAI)

• Name of the Arbitrators: Shri H.S.Bhatia (Presiding Arbitrator), Lt. General Prakash Suri and Shri Prem Nath

• Date of filing claim

statement – 16.7.2008 • Date of reply to the

claim filed by NHAI – 9.9.2008

• Date of filing rejoinder by AJJV to reply dated 9.9.2008 filed by NHAI – 23.9.2008

NHAI had issued Letter of Intent dated 30.9.2005 for the work relating to “Four Laning and Strengthening of Existing 2 Lane National Highways No.45B from Trichy Bypass End to Tovarankurchi (km 00.000 to km 60.950) in Tamil Nadu (Contract Package VII A)”. A dispute arose between the party with regard to the “Payment for the additional work of Stumps and Root Removal and back filing of Pits”, which was referred, in the first instance to the Employer / Engineer, then to the Dispute Review Board (DRB) under Sub-Clause 67.1 of the Conditions of Particular Application (‘COPA”) and then to arbitration under the terms of arbitration agreement contained in Sub-Clause 67.1

102.81 (Awarded)

321

and 67.3 of COPA. AJJV has filed claim statements on 16.7.2008 for stumps and root removal and back filling of pits amounting to Rs.1,57,07,075/- along with interest at the rate 18% thereof and cost of arbitration. On 9.9.2008 NHAI filed a statement of defense and counter claim amounting to Rs.36,19,393/- to the claim statement filed by AJJV. Thereafter AJJV filed rejoinder on 23.9.2008 to a statement of defense and counter claim filed by NHAI. The Arbitral Tribunal decided the matter in favour of AJJV and made an award dated 04.07.2009, for payment of Rs. 1,02,81,539 by NHAI.

2. National Highway Authority of India (NHAI)

• Name of the Arbitrator for the claim : Shri A. K. Dutta (Presiding Arbitrator); Shri S. P. Mehta; and Shri Ashwin Ankhad

• Date of filing claim -

31.7.2008 • Date of filing reply by

NHAI against claim – 10.10.2008

• Date of filing rejoinder by AJJV to the reply dated 10.10.2008 filed by NHAI – 17.11.2008

NHAI had issued Letter of Intent dated 30.9.2005 for the work relating to “Four Laning and Strengthening of Existing 2 Lane National Highways No.45B from Trichy Bypass End to Tovarankurchi (km 00.000 to km 60.950) in Tamil Nadu (Contract Package VII A)”. A dispute arose between the parties with regard to the “Interim compensation for loss of productivity due to non availability of site”, which was referred in the first instance to the Engineer, then to the Dispute Review Board (DRB) under Sub-Clause 67.1 of the Conditions of Particular Application (‘COPA”) and then to arbitration under the terms of arbitration agreement contained in Sub-Clause 67.1 and 67.3 of COPA. AJJV has filed a claim statement on 31.7.2008 for the interim compensation for loss of productivity due to non availability of site amounting to Rs.6,01,72,661/- along with interest thereon at the rate of 18% and cost of arbitration. On 10.10.2008 NHAI filed a

683.68 (Claimed)

with interest and penalty

322

statement of defense to the claim statement filed by AJJV. Thereafter AJJV filed rejoinder on 17.11.2008 to a statement of defense filed by NHAI. The hearing for the claim by the Arbitral Tribunal is pending.

3. National Highway Authority of India (NHAI)

• Name of the Arbitrators: Shri H.S.Bhatia (Presiding Arbitrator), Lt. General Prakash Suri and Shri Prem Nath. • Date of filing claim statement – 16.7.2008 • Date of reply to the claim filed by NHAI – 9.9.2008

Date of filing rejoinder by AJJV to reply dated 9.9.2008 filed by NHAI – 23.9.2008

NHAI had issued Letter of Intent dated 30.9.2005 for the work relating to “Four Laning and Strengthening of Existing 2 Lane National Highways No.45B from Tovarankurchi to Maduri (from Km 60.950 to 124.840) in Tamil Nadu (Contract Package VII B)”. A dispute arose between the party with regard to the “Payment for the additional work of Stumps and Root Removal and back filing of Pits”, which was referred, in the first instance to the Employer / Engineer, then to the Dispute Review Board (DRB) under Sub-Clause 67.1 of the Conditions of Particular Application (‘COPA”) and then to arbitration under the terms of arbitration agreement contained in Sub-Clause 67.1 and 67.3 of COPA. AJJV has filed claim statements on 16.7.2008 for stumps and root removal and back filling of pits amounting to Rs.2,06,39,893/- along with interest at the rate 18% thereof and cost of arbitration. Thereafter on 9.9.2008 NHAI filed a statement of defence and counter claim amounting to Rs.81,01,970/- to the claim statement filed by AJJV. Thereafter AJJV filed rejoinder on 23.9.2008 to a statement of defense and counter claim filed by NHAI. The Arbitral Tribunal decided the matter in favour of AJJV and made an award dated 04.07.2009, for payment of Rs. 1,67,71,240 by NHAI.

167.71 (Awarded)

323

4. National Highway Authority of India (NHAI)

• Name of the Arbitrators: Shri A. K. Dutta (Presiding Arbitrator); Shri S. P. Mehta; and Shri Ashwin Ankhad. • Date of filing claim - 31.7.2008 • Date of filing reply by NHAI against claim – 10.10.2008 • Date of filing rejoinder by AJJV to the reply dated 10.10.2008 filed by NHAI – 17.11.2008

NHAI had issued Letter of Intent dated 30.9.2005 for the work relating to “Four Laning and Strengthening of Existing 2 Lane National Highways No.45B from Tovarankurchi to Maduri (from Km 60.950 to 124.840) in Tamil Nadu (Contract Package VII B)”. A dispute arose between the parties with regard to the “Interim compensation for loss of productivity due to non availability of site”, which was referred in the first instance to the Engineer, then to the Dispute Review Board (DRB) under Sub-Clause 67.1 of the Conditions of Particular Application (‘COPA”) and then to arbitration under the terms of arbitration agreement contained in Sub-Clause 67.1 and 67.3 of COPA. AJJV has filed a claim statement on 31.7.2008 for the interim compensation for loss of productivity due to non availability of site amounting to Rs.6,00,16,007/- along with interest thereon at the rate of 18% and cost of arbitration. Thereafter on 10.10.2008 NHAI filed a statement of defense to the claim statement filed by AJJV. Thereafter AJJV filed rejoinder on 17.11.2008 to a statement of defense filed by NHAI. The hearing for the claim by the Arbitral Tribunal is pending.

698.51 (Claimed) with interest and penalty

H. JMC – TANTIA JV : NIL I. JMC – TAHER ALI JV : NIL J. JMC –SADBHAV JV : NIL K. GIL-JMC JV : NIL L. JMC – MSKE JV : NIL M. JMC – PPPL Joint Venture : NIL

324

N. NAMES OF SMALL SCALE UNDERTAKINGS OR OTHER CREDITORS TO

WHOM JMC OWES A SUM EXCEEDING RS. 1 LAKH WHICH IS OUTSTANDING MORE THAN 30 DAYS (AS ON 30/06/2009)

NAME OF THE PARTY

Aloukik Agencies A. Augustin Adil Ali Aditi Construction Action Construction Equipment Ltd. Arvachin Construction Services Amcon Construction Arbind Choudhary Agrawal Cement Fabricating Industries Alif Constructions Ajay Chauhan Amit Cement Products Al Craft Aspha Enterprise Allied Electricals Arjun Enterprises (Porbandar) Alu-Finns (India) Fabricator Alu-Finns (India) Fabricators Pvt Ltd Amrita Filling Station Aqua Guard Alu Glaze All India Water Proofing Co. Ashtech Infotech Pvt. Ltd. Arvind Industries Aayush International Marketing Co. Awadhesh Kumar Ajay Kumar A. K. Singh A. K. Roy Ashok Kumar Gupta Shuttering Store A. K. Earth Movers & Heavy Equipments Asia Motorworks Limited A. N. Jana Ap Central Power Distribution Co. Ltd. Amu Pumps Industries Arjun Parida A. R. & Co. Atikur Raheman Asraful S. K. Arjun Sarkar Avani Transport Abbot Traders Alwel Waterproofing Co.

325

Bharat Agro Corp. Bps Building Protection System Pvt. Ltd. Bharat Builders & Contractors Bablu Chakraborty B. C. Contractor & Crane P.Ltd Bhimsen Dalai Balaji Driling Bhairav Electric & Hardware Stores Bharat Engineering Works (U.P.) Brahma Fabricators Baban Giri B. Hanumantha Rao Bharat Heavy Ele. Ltd. (Cenvat Credit) Bhangra Bangalore Industrial Aids Bbr India Pvt. Ltd. Bmm Ispat Ltd. B. K. Mishra Bipin Kumar Parida Basanat Kumar Plu. & San. Works Bhavani Marbles Bibhas Mandal Buddhadeb Pal Bharat Shell Limited B. Star & Co. Bhagwati Steel Cast Ltd Bharat Services Badal S. Bawa Steel Traders Bawa Steel Corporation Bansidhar Transport Bharat Trading Co. (Hisar) Baneshwari Transport Service (M) Brijesh Thaker Bhagwati Trading Company Bhopal Tools B.K.Paikaray & T.Pradhan Bhagyodaya Trading Corporation Balaji Trading Corporation Bses Yamuna Power Ltd. Charan Biswal Ceeje Builders Concrete Crystallization Technologies Cheema & Company Concare Civil Services Calcutta Engineering Enterprises Chirag Earth Movers Cawnpore Engineering Services

326

Capital Engineers Chelladurai Chowgule Industries Limited Colour India Inc Chartered Logistics Limited Chakrabarthy M Chandra Naik Chanderjeet Rai (Engineering Contractor) Chuniyabhai Rupabhai Bhabhor Cico Technologies Ltd. Castle Technocrafts Calcutta Welding & Lifting Company Dhaval Ads Debaraj Barik D.R. Construction Dutta D.S. Doshi Enterprises Devashish Interiors Pvt.Ltd. Devashish Industrial Corporation Dhanalaxmi Iron Industries Ltd Dineshwar Mahto Devbrat Mishra Dolphin Metal D.P. Wires Pvt. Ltd. Dynamic Prestress Proj. & Services P.Ltd D. Prakash Rao Divya Ply Agency Private Ltd. D. Ramakrishna Reddy Dharmendhra Singh Diwan Stone Crushing Co. Eta Engineering Private Ltd. Evergreen Farms & Nurseries Ece Industries Limited Es International Epa Infrastructure Eastern Iron & Hardware East India Engineers E. K. R. Earth Movers E. Kamaraj Enhance Marketing Strategies Eureka Mastic & Allied Products P. Ltd. Edukondalu O. E.T. Suppliers Easy Tech Friends Associates Fosroc Chemicals (I) Pvt. Ltd. Gupta Building Material Ganesh Brick Industry

327

Garud Cement Works Gupteswar Construction Gl Construction (P) Ltd Gokul Creators Gada Dhar Gayatri Engg.Works Glaze Engineering (Gujrat) Gtb Enterprises Gokul Earth Movers Global Fire Protection Co. Gujarat Fibre Reinforcement Concrete Eng Garud Hume Pipes & Concrete Works Grasim Industries Limited (Rmc) Gmmco Limited Girimalla.M.B Ganpati Minerals Gopinath Nayak G. N. Construction Gayathri Stone Crusher Gaurav Sales Corporation G. Satish Kumer Gena Singh Construction Grim Tech Projects (I) Pvt.Ltd Glaze Tecno India Green Valley Marketing Pvt. Ltd. H. Abdeali H. Hasan Bhai Hifajat Ali H. D. Wires Pvt Ltd Hejjaji Engineers & Fabricators Hem Electricals Happy Hardware Pvt Ltd. Hilti India Pvt.Ltd. Hcl Infosystems Limited Hi-Tech Pipes Ltd. Hetal Mechanical Works H. M. Contractor Hkt Mining Pvt. Ltd H. N. Nagaraj Hari Om Traders (Dhansura) H. P. Construction Contractor H. R. Construction Habibuddin Sk. H. S. Sudhindra Hi-Tech Suppliers Indrajeet Associates Ijm Concrete Products Pvt. Ltd. Intech Enterprise Interlink Enterprise

328

International Glass House Ideal Movers Private Limited Industrial Oil Corporation Industrial Plants & Waste Treatement Cor Illapu Prasad Jay Bhawani Trading Company Jagajyothi Crushers Jay Hind Buildcon Pvt. Ltd. Jolly Jose Jagdish Kumar Chaudhary J. K. Hume Pipes Jeevan Lifters Jmc Mining & Quarries Ltd. Jai Malhar Transport J. P. Contractors J.R. Transport J.R. Sand Suppliers J. S. Constructions Joby Thomas Jayaram U. Kane Associates Kanade Anand Udyog Pvt. Ltd. Kohinoor Bhatta Company K.B. Enterprises Kailash Baban Chavan ( S/O Baban Jagdev) K. Construction Pvt. Ltd. Krishna Chandra Sahu Kundan Cab (P) Ltd Kataline Construction Tech. Pvt. Ltd. Kumaran Enterprises Kanta Enterprises Kanwar Enterprises (P) Ltd. Kuber Enterprises Kathel Forwarding Agency K. H. Constructions Kalzem International Kemrock Industries And Exports Limited K. Kareanthamalai K.M. Steel Suppliers K. Murugan (Bangalore) Kamkshi Marketing Kalpataru Properties Pvt. Ltd. K.Pradhan Kedia Pipes K. R. S. Constructions Kishore Routh Kishor Sand Supply Co. K. Sons Engineering

329

Kushal & Shravani Enterprises G.Tech Splicing K.S.Traders Kishor Transport Co. Kailash Transport Compnay ( Porbandar ) Kohinoor Traders Lokesh B. Lotus Bricks & Sand Suppliers Lloyd Insulations (I) Ltd L. K. Chavan Loknath Rohidas Linnhoff Technologies India Pvt Ltd M. Abbulu Md. Ashraful Shaikh Md. Afroz Alam Md. Arshad Madho M B (India) Mathur Biswakarma Magnum Bharat Engineers Maruthi Cement & Steels Mohammed Davir Maa Durga Construction (Wb) M/S Durga Trading Company (Up) Mumbai Engineering Products Madhav Earth Movers M. Elumalai Miel E-Security Pvt Ltd Mishra Enterise Mayura Enterprises Meher Foun. & Civil Engineers Pvt Ltd Maheshbhai B, Gohil M. G. Construction Madan Gopal M. G. Enterprises Mining Industries Mehebub Islam Mohmed Ismail Badat Metcons Infratech Private Limited M.J.Construction M. Kumar & Co. Md. Kamrujjaman M. M. Traders M.M. Enterprises (Pune) M. M. Mittal Contractors Pvt. Ltd. Md. Ali Nowsad Kem Md. Biswas Mohd Najmuddin Molikuts

330

M.P. Bricks Manufacturing Co. Metro Plywood Pvt Ltd Man Projects Ltd M R Alam Md. Rintu Mega Steels M. Sreenivasa Manish Sharma M.S. Enterprises Md. Samim Akhtar (Khan) M. Sathyanarayana (Vizag) Mithlesh Singh M.S.K.Material Suppliers Mohammad Sajid (Wb) Madhusudan Saw Mohan Stones Mod Scaff Matangi Traders Mukesh Verma Mohammad Nowsad Ali New Asha Infrastructure New Bharat Transport Co. Nishikanta Biswas Nantu Dey Neycer Electricals Pvt Ltd Navinbhai I. Patel Nishad Interiors Naimulla Khan N. Khan New M. R. Roadlines Nirman Nilamani Ojha Narendra Road Lines New Sapna Transport Neelkanth Stone Quarry Nawal Trading Company Ombir Building Material Suppliers Ocl India Ltd. Ohm Industries O. J. Dixit Om Shree Enterprise (Mumbai) Om Sairam Stone Crusher Co. Pranav Construction Systems Pvt. Ltd. Pravasi Construction Poly Engineering Services Percept Engineers Pvt. Ltd. Patel Enterprise (Fire Wood) Power Engineering Associates

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Pooja Enterprises Pile Foundation Construction C Pankaj Gandhi Pankajkumar G. Gandhi Paras Industrial Products Prerana Industries Pindariya Jeshabhai Karabhai Parsottam. K.Vekariya Puzzolana Machinery Fabricators Prashant Marketing P. M. Selvam Pile Mec Punjab Plywood Industries Permanent Prestress Pvt. Ltd. Pasand Plywoods Pvt. Ltd. Pravin Ratanshi Lodhari Pandian R. P. R. Ramu Paul Rubber Industries (P) Ltd. Praveen Singh Pawan Steels Prafect Solution Prakash Transport ( Kadi ) Power Tools & Tackles Pioneer Trading Corporation Punjab Tyre Centre P. Venkatesh P. V. Baldaniya P.V.V. Satyanarayana Paras Wires R. B. Waterproofing (India) Pvt. Ltd. Rajashree Cement Raymix Concrete R. Chandrasekar Royal Construction Radhe Construction (Rajkot) Royal Enterprises Royal Enterprises (Bhopal, Mp) Rentokil Royal Enterprise (Meshana) Raju Fabricators Rg Tech Enterprises R. Jacob Raj Kripal Lumbers Ltd. R. K. Systems & Services Radha Krishna Timber R. K. Constructions (Hy'bad) Raj Kishore

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R. K. Associates (Bihar) R. K. Builders Rajendra Mehta Ravindra Martha Ram Niwas & Sons R. N. Nayak R. N. Pal Ranjit Pattanayak Ram Pukar Sahani Rmc Readymix (India) Pvt. Ltd. Ravi Raj Construction Co. Robo Silicon Pvt. Ltd. Ramneek Singh Raj Singh Rajgir Sharma Riddhi Sales & Services Rvag Suntech Infrastructure Ltd Ram Swaroop Thakur Rakesh U. Ranjit Verma - Bihar Shree Amba Corporation S. Aslam Samy Auto Centre Sai Akhila Constructions Satyanarayan Sayeed Ahmed Shree Associates (Pune) Sree Ambika Saw Mill & Traders Sunny Agarwal Sri Balaji Enterprises Sri Balaji Earth Movers (Chennai) Scsp Blue Metal S. B. Sahu S. B. Construction Sagar Builders (Engrs & Contractors) Sree Balaji Enterprises (Chennai) Saini Concrete Systems Pvt Ltd Sagar Construction Satya Contracts (India) Pvt Ltd. Swapan Chakraborty Siri Constructions Sri Chowdeshwari Concrete Products Sunder Cranes Pvt Ltd Shaashwat Construction Surya Cement Pipe Industries Shivam Construction Company Sainath Carting Srinivasa Concrete Products

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Sunil Corporation Savitri Consultants & Engineers Works Shubham & Co. Surelia Engineering Works Syndicate Engineering Works Spartan Engineering Industries Pvt. Ltd. Sindhu Enterprises Srikar Enterprises Sachin Enterprises Sai Electronics Equipment Company Saha Engineering Services S.K.B. Fabrications Sathyam Granites Shree Gurukrupa Trading Co. Sri Ganesha Material Supplier Sri Ganapathy Agency (Chennai) Sunil Hi Tech Engineers Limited Sk. Hakim Sanfield (India) Ltd. Scaff India Sika India Pvt. Ltd. Satav Infrastructures Pvt. Ltd Saganna Industries Shell India Markets Private Limited Surana Industries Sai Indra Projects Samruddhi Industries Shree Jay Aar & Sons Sunil Kumar Suresh Kumar Shantanu Lahoti Sai Krupa Enterprise (Bangalore) S. K. Firozuddin Sunil Kumar Pandey S. K. Forhazuddin Sukanta Kumar Bal Suresh Kumar Dharampal Sai Kanth Brick Industries Sri Krishna Agencies (Orissa) Shri Lakshmi Steel Suppliers Sri Lakshmi Fabricators Sri Lakshmi Constructions Sri Mookambika Structurals Shweta Minerals Sri Meenakshi Transports Stone Mark Engineering Private Limited Suresh Mandal Shree Manibhadra Infrastructure S. M. Jinnah

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Sudhir N.Doshi And Co. Shahi B. M. Satyanarayan Nahak Swami Nath Prasad Sai Nath Hardware ( P) Ltd Shankara Pipes India Ltd. Sukri Paints & Chemical Pvt. Ltd. Sangam Paints & Hardware Stores Sharp Ply (India) Pvt. Ltd. Suresh Prasad Sudarshan Prasad Sarda Plywood Industries Ltd. Singhal Plywood Product Spetech Plant Equipments Pvt Ltd Shree Ramchandra & Co. S. R. T. Earth Movers Shankar Roy S. Rajagopal Shree Ram Enterprises Sri Rama Earth Movers Somnath Roy Schwing Stetter India Pvt. Ltd. Shree Shubham Enterprise Shiv Shakti Trading Co. S. S. Concepts Sahjanand Sales Corporation Shagun Sand Agency Sivam Shankaram Civil Works Sa Syncon Infrast Services (I) Pvt Ltd. S. Saravanan Sudarshan Senapati Sahu S.K Surendra Singh S.S.A. Enterprises Shiv Shakti Carrier Shalimar Stone Crusher Shiv Stone Crusher Seepage Stoppers Shiridi Somsai Constructions S.K. Suppliers Santosh Singh (Bhopal) Shiv Shakti Engineering Company Skylark Securitas Pvt. Ltd. Sunder Sales Corporation Sri Sai Water Proofing Systems Shalimar Traders Stalco Santhosh Transport

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Siddharth Transport Sona Tiles Spectrum Techno-Consultants (P) Ltd. Singhal Traders (Panipat) Suraj Trading Company Saraswati Trading Company Shivam Transport ( Haryana ) Shree Umiya Cement Pipe Works Sri Veerabhadra Concrete Block S. V. Enterprises Sri Venkateshwara Enterprises (Hume Pipe Sri Vinayaka Granites & Marbles Sree Vinayaka Construction Sree Venkata Sasi Stone Crusher Sri Venkata Laxmi Stone Crusher Srg Wirecrafts (Pvt) Ltd Shree Yamunaji Hardware Suresh Yadav Taher Ali Industries & Projects (P) Ltd The Black Stone Tamta Construction Pvt. Ltd. Travel Corporation (India) Pvt. Ltd. Techno Consultants Tikmani Enterprise Tapi Enterprises Tirumala Enterprises (Visakhapatnam) Texquip Engineering Corporation Tripathi G. N. Tejamul Haque Thakur Infraprojects Pvt. Ltd. The Karnataka Water Proofing Trinath Kanta T. Muthukili Tulsyan Nec Ltd. Tanmoy Roy Trranstones Thakkar Sons Roll Forming Pvt. Ltd. Thyagraj Sports Complex (Cenvat Credit) Touch Stone Enterprises Tirupati Tradelinks Pvt. Ltd. Tapi Transport Tyagi Traders T. Venugopal Universal Engineering Tools United Insulation Umesh Kumar Singh U. K. Chowdhury Usha Martin Limited

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Udyogi Plastics (P) Ltd. Unimet Profiles Pvt. Ltd. Umesh Singh Utracon Strucgtural Systems P Ltd Universal Trading Company Udharam Tahlani Umesh Vishwakarma Vikas Building Materials Supply-B'ore V.B.F. Earth Movers Vidya Constructions Vasudev Construction Vigneshwara Engineers & Contractors Vastu Engineers & Contractor Pvt. Ltd. Vishakha Enterprises (Panipat) V.K. Enterprises (Hyderabad) Venu Gopal V. H. Patel & Co. Vikrant Ispat Udyog Vk Hvac Systems Vijay Kumar Patil Vinayaka Material Suppliers Vishesh Metal Industries V M Matere Infrastructure (I) Pvt Ltd V. Narasimha Reddy Vijaya Raghava Reddy Vijay Roadlines Venkata Sai Granite & Marbles V-Tech Engineers V. T. Raj & Co. Vikas Trading Company (Nagpur) Vinod R. Yadav Yashpal Infrastructural Enterprises Yashwantsingh M. Vasandiya Yogeshwar Sales Corporation Zeal Construction Zircon Exports (P) Ltd.

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GOVERNMENT APPROVALS The Company has received all the necessary consents, licenses, permissions and approvals (except which are applied for renewal) from the Government/RBI and various Government agencies required for our present business activities. The Company has obtained the following approvals and registrations from various authorities. 1. Value Added Tax (VAT) Registration No. 24073602135; dated July 1, 2002 and Central Sales

Tax (TIN), Registration No. 24573602135; dated April 2, 1988 issued by the Govt. of Gujarat, Department of Sales Tax.

2. Value Added Tax (VAT) Registration No. 33873361245; dated January 1, 2007 and Central Sales Tax, Registration No. 673559; dated December 7, 1994 issued by the Govt. of Tamil Nadu, Department of Sales Tax.

3. Value Added Tax (VAT) Registration No. 29710327239; dated April 1, 2005 and Central Sales

Tax, Registration No. 00955206; dated October 8, 1996 issued by the Govt. of Karnataka, Department of Sales Tax.

4. Value Added Tax (VAT) Registration No. 28690147482; dated April 1, 2005 and Central Sales

Tax, Registration No. VSP / 08 / 2 / 1937; dated February 16, 1996 issued by the Govt. of Andhra Pradesh, Department of Sales Tax.

5. State Sales Tax Registration No. 411038 / S / 731; dated April 1, 1999 and Central Sales Tax,

Registration No. 411038 / C / 621; dated Arpil 1, 1999 issued by the Govt. of Maharashtra, Department of Sales Tax.

6. State Sales Tax Registration No. 08903903774; dated April 1, 1999 and Central Sales Tax,

Registration No. 08903903774; dated August 3, 1999 issued by the Govt. of Rajasthan, Department of Sales Tax.

7. Value Added Tax (VAT) Registration No. 21521600164; dated March 17, 2006 and Central Sales

Tax, Registration No. KOCI-2774; dated March 7, 2003 issued by the Govt. of Orissa, Department of Sales Tax.

8. Central Sales Tax, Registration No. 33215291; dated September 20, 1999 issued by the Govt. of Kerala, Department of Sales Tax.

9. Value Added Tax (VAT) Registration No06031821356 effective from April 1, 2003 and Central Sales Tax, Registration No. GRE/CST/1821356 effective from August 18, 2000 issued by the Govt. of Haryana, Department of Sales Tax.

10. State Sales Tax Registration No. DA/6803; dated September 23, 2002 and Central Sales Tax,

Registration No. DA/CST/6247; dated September 23, 2002 issued by the Govt. of Daman, Department of Sales Tax.

11. Value Added Tax (VAT) Registration No. 23384104166; dated July 1, 2003 and issued by the

Govt. of Madhya Pradesh, Department of Sales Tax.

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12. Value Added Tax (VAT) Registration No. 07392011601; dated April 1, 2005 issued by the Govt. of Delhi, Department of Sales Tax.

13. State Sales Tax Registration No. KAN-IV-9160; dated June 20, 2003 and Central Sales Tax,

Registration No. KAN-CST-7134; dated June 20, 2003 issued by the Govt. of Himachal Pradesh, Department of Sales Tax.

14. Value Added Tax (VAT) Registration No. 19433787041; dated Arpirl 29, 2008 and Central Sales

Tax Registration No. 19433787235; dated April 29, 2008 issued by the Govt. of West Bengal. 15. Permanent Account Number (PAN) issued by the Director of Income Tax (Systems) bearing

number AAACJ3814E.

16. TAN No AHMJ00518A issued by Income Tax Department. 17. Service Tax Registration No. AAACJ3814EST001; dated February 5, 2003 issued by Office of

the Assistant Commissioner, Service Tax, Ahmedabad. 18. Certificate of Incorporation No. 04-8717 dated June 5, 1986 and fresh Certificate of Incorporation

dated February 4, 1994 upon change of name to JMC Projects (India) Limited by the Registrar of Companies, Gujarat Dadra & Nagar Haveli., on conversion to Public Limited Company.

19. Certificate of Importer Exporter Code (IEC) obtained from Government of India, Ministry of Commerce IEC No. 0894009508 dated November 8, 1994.

20. Certificate of registration of trade mark dated December 19, 2003, section 23(2), Rule 62(1) trade

mark no. 722765, J. NO. 1288(SII), class 16 as of date October 22, 1996. 21. The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 certificate no.

GJ/18823/ENF.IV/2953; dated March 27, 1991. 22. Employees’ State Insurance Corporation code no. 3720945-90; dated May 8, 1997. 23. Group Gratuity Scheme Master Policy No. GGI/CA/601126; dated September 7, 1996. 24. Super Annuation Scheme Master Policy No. GS/CA/601493; dated May 27, 2000. 25. Employee Group Insurance Scheme No. GI/601103; dated March 1, 1996. 26. Registration under the Shops and Establishments Act, 1948 with Ahmedabad Municipal

Corporation vide registration no. PII/VEJ/01/000009; dated December 1, 2007.

27. Professional Tax Certificate of Registration No. RCW 0012912; dated December 5, 2007 issued by Professional Tax Officer, Kolkata.

28. Professional Tax Certificate of Registration No P00202649; dated April 1, 1997 issued by

Professional Tax Officer, Bangalore.

29. Professional Tax Certificate of Registration No. PRC 016280004; dated May 16, 2008 issued by Ahmedabad Municipal Corporation, Mahanagar Seva Sadan.

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30. Professional Tax Certificate of Registration No.PT/R/2/2/6/28/10/29; dated January 23, 2002 issued by Professional Tax Officer, Pune.

31. Labour License No. DLC/SURAT LIC/ 57/2008; dated February 8, 2008 issued by Assistant Labour Commissioner, Surat.

32. Labour License No.A’bad/ALC/2/730/08; dated November 18, 2008 issued by Assistant Labour

Commissioner, Ahemdabad.

33. Labour License No.A’bad/Zone-2/616//07; dated November 8, 2007 issued by Assistant Labour Commissioner, Ahemdabad.

34. Labour License No DCL/Surat Lic/277/06; dated November 24, 2006 issued by Assistant Labour

Commissioner, Surat.

35. Labour License No ALC/Bha/Ko.Le/710/06; dated May 22, 2006 issued by Assistant Labour Commissioner, Bhavnagar.

36. Labour License No ALCB (3)/CLA/C-282/05-06; dated March 4, 2006 issued by Assistant Labour Commissioner & licensing Office, Bangalore.

37. Labour License No ALCB (3)/CLA/C -503/2008-09; dated March 3, 2009 issued by Assistant

Labour Commissioner & licensing Office, Bangalore.

38. Labour License No ALCB (3)/CLA/C -35/06-07; dated February 26, 2007 issued by Assistant Labour Commissioner & licensing Office, Bangalore.

39. Labour License No ALCB (3)/CLA/C -164/2007-08; dated September 3, 2007 issued by

Assistant Labour Commissioner & licensing Office, Bangalore.

40. Labour License No ALCB (3)/CLA/C -2/06-07; dated January 19, 2007 issued by Assistant Labour Commissioner & licensing Office, Bangalore.

41. Labour License No ALCB (3)/CLA/C -68/2006-07; dated June 1, 2006 issued by Assistant

Labour Commissioner & licensing Office, Bangalore.

42. Labour License No ALCB (3)/CLA/C -126 /2007-08; dated August 3, 2007 by Assistant Labour Commissioner & licensing Office, Bangalore.

43. Labour License No ALCB (3)/CLA/C -98/2008-09; dated July 10, 2008 issued by Assistant

Labour Commissioner & licensing Office, Bangalore.

44. Labour License No ALCB (3)/CLA/C -13/2008-09; dated April 15, 2008 issued by Assistant Labour Commissioner & licensing Office, Bangalore.

45. Labour License No ALC (2)/CLA/C -50 / 2008-09; dated June 27, 2008 issued by Assistant

Labour Commissioner & licensing Office, Bangalore.

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46. Labour License No ALC (2)/CLA/C -98 / 2007-08; dated June 23, 2007 issued by Assistant Labour Commissioner & licensing Office, Bangalore.

47. Labour License No ALCB (4)/CLA/C -120 /2008-09; dated July 30, 2008 issued by Assistant

Labour Commissioner & licensing Office, Bangalore.

48. Labour License No CLA/C/66/2007/DLC (5); dated November 20, 2007 issued by licensing officer, Government of National Capital Territory of Delhi.

49. Labour License No CLA/C/52/2008/DLC (5); dated June 17, 2008 issued by licensing officer,

Government of National Capital Territory of Delhi.

50. Labour License No.CLC/C/18/07/SWD/18; dated April 4, 2007 issued by licensing officer, Government of National Capital Territory of Delhi.

51. Labour License No.198/08; dated November 5, 2008 issued by licensing officer, Uttar Pradesh,

Noida.

52. Labour License No. 46(I)/ 120/2007ALF; dated January 23, 2007 issued by Asst. Labour Commissioner, Faridabad.

53. Labour License No 276/SR/2007; dated July 17, 2007 issued by Assistant Labour Commissioner,

Jhansi.

54. Labour License No.ALC/I/46 (02)/09-ACK; dated January 11, 2009 issued by Assistant Labour Commissioner, New Delhi.

55. Labour License No.ALC/I/46 (04)/2009-ACK; dated January 13, 2009 issued by Assistant

Labour Commissioner, New Delhi.

56. Labour License No DyCL/ CLA/Lic/073/Desk-27; dated February 13, 2006 issued by Registering /Licensing Officer, Government of Maharashtra. , Mumbai.

57. Labour License No DCL/496 /2008; dated May 3, 2008 issued by Deputy Commissioner of Labour, Hyderabad

58. Labour License No D/CL/DCL-RRZ/1902/07; dated July 13, 2007 isued by Licensing Officer, Hyderabad.

59. Labour License No 890/BPL/2008; dated January 17, 2008 issued by Licensing Officer, Bhopal.

60. Labour License No 853/BPL/2007; dated August 1, 2007 issued by Licensing Officer, Bhopal.

61. Labour License No K-46(L-26)/2008-E-2; dated March 7, 2008 issued by Licensing Officer & Assistant Labour Commissioner (C ) Kanpur.

62. Labour License No L.30/2006-A/M-2; dated February 20, 2006 issued by Assistant Labour

Commissioner (C) Madurai.

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63. Labour License No 8141; dated November 7, 2008 issued by Asst. Labour Commissioner, Pune.

64. Labour License No.666/CNI; dated April 30, 2008 issued by Inspector of Labour, Chennai.

65. Labour License No.865/07; dated June 29, 2007 issued by Inspector of Labour, Chennai.

66. Labour License No. LOB/C-L/L-2/09/ALC; dated January 29, 2009 issued by Asst. Labour Commissioner, Government of West Bengal, Kolkata.

67. Labour License No.865/07; dated June 29, 2007 issued by Inspector of labour, Kanchipuram.

68. Labour License No.703/D-1/2009; dated March 25, 2009 issued by Licensing officer, Nagpur. 69. Labour License No. ALCB (3)/CLA/C-282/05-06; dated March 3, 2006 issued by Licensing

officer, Bangalore. 70. Labour License No. ALCB (3)/CLA/C-503 /08-09; dated March 3, 2009 issued by Licensing

officer, Bangalore. 71. Labour License No. ALCB (3)/CLA/C-35 /06-07; dated Feb 2, 2007 issued by Licensing officer,

Bangalore. 72. Labour License No. ALCB (3)/CLA/C-164 /07-08; dated Sept 3, 2007 issued by Licensing

officer, Bangalore. 73. Labour License No. ALCB (3)/CLA/C-2 /06-07; dated Jan 19, 2007 issued by Licensing officer,

Bangalore. 74. Labour License No. ALCB (3)/CLA/C-68 /06-07; dated Jun 1, 2006 issued by Licensing officer,

Bangalore. 75. Labour License No. ALCB (3)/CLA/C-13 /08-09; dated April 15, 2008 issued by Licensing

officer, Bangalore. 76. Labour License No. ALC (2)/CLA/C-50 /08-09; dated June 27, 2008 issued by Licensing officer,

Bangalore. 77. Labour License No. ALC (2)/CLA/C-98 /07-08; dated June 23, 2008 issued by Licensing officer,

Bangalore. 78. Labour License No. ALCB -3/CLA/C-150 /09-10; dated July 7, 2009 issued by Licensing officer,

Bangalore. 79. Labour License No. JCL-RRZ/2935/09; dated June 18, 2009 issued by Licensing officer,

Hyderabad. 80. Labour License No. JCL-RRZ/2935/09; dated June 18, 2009 issued by Licensing officer,

Hyderabad. 81. Labour License No. 163/07; dated November 6, 2007 issued by Licensing officer, Noida

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82. Labour License No. 276/07; dated July 17, 2007 issued by Licensing officer, Noida 83. Contractor Lisence No. CLA /SPT/08/255; dated August 7, 2008 issued by Dy. Labour

Commissioner, Panipat, 84. Labour License No D/CL/DCL-RRZ/2067/07; dated October 29, 2007 issued by Licensing

Officer, Hyderabad vide application dated October 6, 2008. The renewal was granted on June 18, 2009.

85. Labour License No DCL-VSP/CL/4579/2008; dated February 14, 2008 issued by Licensing

Officer, Vishakhapatnam vide application dated February 5, 2009. The renewal was granted on April 30, 2009.

86. Labour License No163/07; dated November 6, 2007 issued by licensing officer, Uttar Pradesh,

Noida vide application dated December 29, 2008. The renewal was granted on January 01, 2009. 87. Labour License No 10/2007; dated July 19, 2007 issued by Assistant Labour Commissioner,

Porbandar. The renewal has been received by the Company. 88. Labour License No. ALC/JAM/KLA/37/2008; dated August 8, 2008 issued by Assistant Labour

Commissioner, Jamnagar. The renewal has been received by the Company. 89. The Company has made an application dated February 16, 2009, for labour license to the

Licensing Officer, Hyderabad for the TCS project. The renewal was granted on June 18, 2009.

The following approvals/licenses have expired and the Company has applied for renewal: 1. Labour License No Ahemdabad/Zone 1/693/07; dated September 3, 2007 issued by Assistant

Labour Commissioner, Ahemdabad vide application dated July 17, 2008. 2. Labour License No. 6999; dated September 28, 2007 issued by Assistant. Commissioner of

Labour, Pune vide application dated November 14, 2008 3. Labour License No Dy CL/ CLA/Lic /72/Desk-28; dated June 29, 2007 issued by

Registering/Licensing Officer, Government of Maharashtra., Mumbai vide application dated October 13, 2008.

4. Labour License No. ALCB (3)/CLA/C-126 /07-08; dated Aug 3, 2007 issued by Licensing

officer, Bangalore, vide application dated August 03, 2009. 5. Labour License No. A’bad/Zone-2/590/07; dated August 6, 2007 issued by Assistant Labour

Commissioner, Ahemdabad. No further consent of the Government of India is required for the present Issue. It must be distinctly understood that the Government of India / RBI does not take any responsibility for the financial soundness of any scheme or project or for the correctness of any statements made or any opinions expressed with regard to them. The Company can undertake the activities proposed by it in view of the present approvals and no further approvals from any Government Authorities/RBI are required by the Company to undertake the proposed activities.

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STATUTORY AND OTHER INFORMATION

Authority for the Issue The present issue of Equity Shares is being made pursuant to the Board Resolution passed at the Board of Directors meeting held on January 29, 2009. The rights issue price and ratio has been decided at the Rights Issue Management Committee of Directors at its meeting held on July 16, 2009 as Rs. 110/- and 1(one) share for every 5(five) shares held on the book closure date i.e. July 31, 2009. Prohibition by SEBI Neither the Company, nor its Directors or the Group Companies, or companies with which the Company’s Directors are associated with as directors or promoters have been prohibited from accessing or operating in the capital markets under any order or direction passed by SEBI. The Company, its Promoter, its Directors or any of the Company’s associates or group companies are currently not prohibited from accessing the capital market under any order or direction passed by SEBI. Further the Promoters, their relatives (as per Companies Act, 1956), Issuer, group companies, associate companies are not detained as willful defaulters by RBI / Government authorities and there are no violations of securities laws committed by them in the past or pending against them. Eligibility for the Issue JMC Projects (India) Limited is an existing Company registered under the Companies Act, 1956 whose Equity Shares are listed on BSE and NSE. It is eligible to offer this Issue in terms of Clause 2.4.1 (iv) of the SEBI DIP Guidelines. Disclaimer Clause of SEBI AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI). IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THIS LETTER OF OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER. THE LEAD MANAGER COLLINS STEWART INGA PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE THE LEAD MANAGER COLLINS STEWART INGA PRIVATE LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED APRIL 7, 2009 WHICH READS AS FOLLOWS:

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1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING

TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC., AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE HERETO IN CONNECTION WITH THE FINALIZATION OF THE DRAFT LETTER OF OFFER PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:

a) THE DRAFT LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

b) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS

ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;

c) THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE,

FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED

IN THE DRAFT LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4. WE CERTIFY THAT REQUIREMENTS OF PROMOTERS’ CONTRIBUTION IS NOT

APPLICABLE TO THE ISSUER AS PER CLAUSE 4.10.(C) OF SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000.

5. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH

THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE ISSUER AND THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

6. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO

ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS WILL BE RELEASED BY THE

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SAID BANK ONLY AFTER THE PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE DRAFT LETTER OF OFFER. WE FURTHER CONFIRM THAT THE AGREEMENT BETWEEN THE BANKER TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION.

7. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF

OFFER THAT THE INVESTORS SHALL BE GIVE AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE.

8. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DRAFT LETTER OF OFFER:

(a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE ONLY ONE DENOMINATION FOR THE SHARES OF THE COMPANY AND

(b) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURES AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

We, the Lead Manager to the Rights Issue confirm that the Letter of Offer for proposed Rights Issue is prepared in conformity with clause 6.39 of Securities & Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 and we confirm that: 1. The Issuer has been filing periodic statements in regard to financial results and shareholding

pattern with Bombay Stock Exchange Limited, the Designated Stock Exchange, National Stock Exchange of India Limited and Registrar of Companies, Gujarat, Dadra & Nagar Haveli for the last three years and such statements are available on websites of the Designated Stock Exchange and on a common e-filing platform. The issuer company has not been able to file the financial results for the quarters beginning September 05 till date as there is no column provided in EDIFAR for insertion of audited data for 18 months period. The Issuer will upload the information once the problem is rectified.

2. The Issuer has in place an investor grievance handling mechanism which includes meeting of ‘Shareholders’ Grievance Committee’ at frequent intervals, appropriate delegation of power by the Board of Directors of the Issuer with regard to share transfer and clearly laid out systems and procedures for timely and satisfactory redressal of investor grievances.

The filing of this Letter of Offer does not, however, absolve the Company from any liabilities under Section 63 or Section 68 of the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearance as may be required for the purpose of the proposed Issue. SEBI further reserves the right to take up, at any point of time, with the Lead Manager any irregularities or lapses in this Letter of Offer. Caution Statement / Disclaimer Clause of the Issuer and the Lead Manager The Company and the Lead Manager accept no responsibility for statements made otherwise than in this Letter of Offer or in any advertisement or other material issued by the Company or by any other persons at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his own risk.

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The Lead Manager and the Company shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of this Letter of Offer with SEBI. Disclaimer with respect to jurisdiction This Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules and regulations there under. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Ahmedabad, India only.

Disclaimer Clause of BSE

The Bombay Stock Exchange Limited (‘the Exchange’) has given vide its letter dated April 28, 2009, permission to the Company to use the Exchange’s name in this Letter of Offer as one of the Stock Exchanges on which this Company’s securities are proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. BSE does not in any manner –

i. warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer; or

ii. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

iii. take any responsibility for the financial or other soundness of this Company, promoters, management or any scheme or project of this Company;

And it should not, for any reason be deemed or construed that this Letter of Offer has been cleared or approved by BSE. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Disclaimer Clause of NSE As required, a copy of this Letter of Offer has been submitted to National Stock Exchange of India Limited (hereinafter referred to as NSE). The NSE has given vide its letter ref No-NSE/LIST/107025-A dated May 06, 2009, permission to the Issuer to use Exchange’s name in the Letter of Offer as on of the Stock Exchanges on which the Issuers securities are proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way deemed or construed that this Letter of Offer has been cleared or approved by NSE, nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer, nor does it warrant that the Issuer’s securities will be listed or will continue to be listed on the Exchange , nor does it take any responsibility for the financial or other soundness of this Issuer, its Promoters, its management or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the

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Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of Section 68A of the Companies Act, 1956 which is reproduced below: “Any person who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years” NO OFFER IN THE UNITED STATES “The rights and the Equity Shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S under the Securities Act), except in a transaction exempt from the registration requirements of the Securities Act. The rights referred to in this Letter of Offer are being offered in India but not in the United States of America. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale in the United States of America, or the territories or possessions thereof, or as a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer should not be forwarded to or transmitted in or into the United States of America at any time. The Company will not accept subscriptions from any person, or his agent, who appears to be, or who the Company has reason to believe is, a resident of the United States of America and to whom an offer, if made, would result in requiring registration of this Letter of Offer with the United States Securities and Exchange Commission.“ Filing This Letter of Offer has been filed with Securities and Exchange Board of India, SEBI Bhavan, Plot No. C-4A, G-Block, Bandra Kurla Complex, Mumbai – 400 051. All the legal requirements applicable till the date of filing this Letter of Offer with the Stock Exchanges have been complied with. A copy of this Letter of Offer, required to be filed under SEBI DIP Guidelines would be filed with BSE, the Designated Stock Exchange and NSE. Dematerialised dealing The Company has agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and its Equity Shares bear the ISIN No. INE890A1016. Listing

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The existing Equity Shares of the Company are listed on BSE and NSE. The Company has made application to BSE and NSE for permission to deal in and for an official quotation in respect of the Equity Shares being offered in terms of this Letter of Offer. The Company has received in principle approval from BSE and NSE vide letters dated April 28, 2009 and May 06, 2009 respectively, The Company will apply to BSE and NSE for listing of the Equity Shares to be issued pursuant to this Issue.

If the permission to deal in and for an official quotation of the securities is not granted by any of the Stock Exchanges, the Company shall forthwith repay, without interest, all monies received from applicants in pursuance of this Letter of Offer. If such money is not paid within eight days after the Company becomes liable to repay it, then the Company and every Director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the Section 73 of the Act.

Consents Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the Auditors, Bankers to the Company and Bankers to this Issue; and (b) Lead Manager to this Issue, Registrar to this Issue and legal advisors to act in their respective capacities have been obtained and filed with Stock Exchanges at the time of filing this Letter of Offer and such consents have not been withdrawn up to the time of delivery of the Letter of Offer for registration with the Stock Exchanges. The Company certifies that to the best of its knowledge there are no other consents required for making this Issue. However, should the need arise, necessary consents shall be obtained by it. Expert Opinion, if any Except in the sections titled ‘Financial Statements’ and ‘Outstanding Litigations and Defaults’ on pages 100 and 231 respectively of this Letter of Offer, no expert opinion has been obtained by the Company in relation to this Letter of Offer. Date of listing on the Stock Exchanges The Equity Shares of the Company were first listed on the BSE on December 16, 1994 and on NSE w.e.f. November 26, 2007. Expenses of the Issue The total expenses of the issue are estimated to be around Rs. 65.86 Lakhs. All expenses with respect to the issue would be met out of the proceeds of the issue. The split of issue expenses is as under: -

Particulars Rs. Lakhs % of total expenses

% of Issue size

Fees to Lead Manager, Advisor and Auditors 29.23 44.38 0.73

Registrar’s fee 1.80 2.73 0.05

Printing & Stationery expenses 16.76 25.45 0.42

Regulatory & Statutory expenses 12.07 18.33 0.30

Miscellaneous & Contingencies 6.00 9.11 0.15

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Total 65.86 100.00 1.65

Fees Payable to the Lead Manager to the Issue The total fees payable to the Lead Manager will be as per the Memorandum of Understanding date March 26, 2009 signed between the Company and the Lead Manager, a copy of which is available for inspection at the registered office of JMC Projects (India) Limited. Fees Payable to the Registrars to the Issue The fees payable to the Registrars to the Issue will be as per the Memorandum of Understanding dated March 25, 2009 a copy of which is available for inspection at the Registered Office. Underwriting Commission, Brokerage and Selling Commission No Underwriting, Brokerage and selling Commission will be payable for this issue. Previous Issues by the Company Details of previous Issue by the Company in the last three years are given below: Year of Issue FY 2006-07

Type of Issue Rights Issue

Amount of Issue Rs. 4646.55 lakhs

Date of closure of Issue October 30, 2006

Date of Allotment November 17, 2006

Date of refund November 20, 2006

Date of listing on Stock Exchanges (BSE) November 26, 2006

Issue Price Rs. 100/- Date of completion of delivery of share certificates November 20, 2006

Rate of dividend paid 10%

Outstanding Preference Shares The Company has not issued any preference shares other than those mentioned in the sections on “Capital Structure” beginning on page 13 of this Letter of Offer. Issues otherwise than for Cash Except for the Bonus issues made, as stated in the section titled “Capital Structure” beginning on page 13 of this Letter of Offer the Company has not issued any Equity Shares for consideration otherwise than for cash.

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Commission or brokerage on previous issues No commission or brokerage was paid by the Company on its previous issues. Option to Subscribe Other than the present Issue, the Company has not given any person any option to subscribe to the Equity Shares of the Company. Stock Market data for Equity Shares of the Company The Company’s shares are listed on BSE and NSE and are actively traded on both the Stock Exchanges.

i. The details of the share prices on the Bombay Stock Exchange Limited (BSE) during the last 3 calendar years are as follows

Year

High (Rs.)

Date of High Volume On date of high

Low (Rs.)

Date of low Volume On date of low

Average price for the year

(Rs.) 2006 282.65 April 5, 2006 58959 84.35 July 24, 2006 13425 157.97 2007 546.65 December 11,

2007 32962 167.70 March 7, 2007 34713 309.80

2008 510.00 January 3, 2008 25742 49.40 November 24, 2008

3365 227.94

ii. The details of the share prices on the BSE during the last 6 months are as follows:

Month

High (Rs.)

Date of High Volume on date of high

Low (Rs.)

Date of low Volume on date of low

Average price for the month (Rs.)

Volume for the month

July 2009

180 July 2,2009 25298 144.35 July 13,2009 12128 164.53 327724

June 2009

189.05 June 9 , 2009

97495 146.4 June1 2009 511 167.74 553550

May 2009

139.45 May 29, 2009

5442 75.10 May 6 ,2009 9714 96.52 294095

April 2009 87.20 April 15, 2009

6455 April 1, 2009 4175 76.41 903013

March 2009 66.10 March 24, 2009

32038 51.50 March 9, 2009 7398 58.53 261501

February 2009

66.60 February 10, 2009

6818 49.30 February 3, 2009

6980 59.06 134491

iii. Week-end prices for the last four weeks on the BSE

Week ending on Closing (Rs.)

High (Rs.)

Volume on high price

date

Date of High Price

Low (Rs.)

Volume on low price

date

Date of Low price

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August 21,2009 159.10 159.90 4732 August 17,2009 158.35 7263 August 18, 2009

August 14,2009 165.50 165.50 4695 August14,2009 160.25 7896 August12,2009August 3,2009 166.55 166.55 59860 August 7,2009 155.20 8807 August 4, 2009July 31 2009 161.90 169.45 9652 July 28,2009 159.60 20774 July 29,2009. The market price (closing price) was Rs.53.35 on January 30, 2009, the trading day immediately following the day on which the meeting of the Board of Directors was held, January 29, 2009 to approve the present Rights Issue. The market price (closing price) on BSE was Rs. 166.70 on July 15,2009, the trading day immediately following the day on which the meeting of the Board/Committee of Directors was held, July 16 ,2009 to finalise offer price for Rights Issue.

i. The details of the share prices on the National Stock Exchange of India Limited (NSE) during the last two calendar years are as follows:

Year

High (Rs.)

Date of High Volume On date of high

Low (Rs.)

Date of low Volume On date of low

Average price for the year

(Rs.) 2007 509.75 January 1, 2008 2024 49.30 November 24,

2008 2101 227.84

2008 542.20 December 6, 2007

11711 492.50 November 28, 2007

4514 516.63

Note: The Equity Shares of the Company were listed on the NSE w.e.f. November 2007.

ii. The details of the share prices on the NSE during the last 6 months are as follows:

Month

High (Rs.)

Date of High Volume on date of high

Low (Rs.)

Date of low Volume on date of low

Average price for

the month (Rs.)

Volume for the month

July 31 2009 179.40 July 2 2009 24914 141.70 July 13,2009 5042 164.47 230715 June 2009

189.15 June 9, 2009 88965 144.35 June 1,2009 1063 167.40 477309

May 2009

137.45 May 29, 2009 145 73.75 May 6, 2009 6413 94.38 103403

April 2009

86.65 April 15 ,2009 2232 60.35 April 1 , 2009

3572 76.22 102437

March 2009 333.90 March 26, 2009

84760 27.45 March 6, 2009

12819 272.07 89124

February 2009 67.15 February 10, 2009

17741 49.90 February 2, 2009

7407 58.44 106363

iii. Week-end prices for the last four weeks on the NSE

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Week ending on Closing (Rs.)

High (Rs.)

Volume on high price

date

Date of High Price

Low (Rs.)

Volume on low price

date

Date of Low price

August 21,2009 158.45 159.35 4249 August 20,2009 158.45 3947 August 21,2009 August 14,2009 163.90 164.75 9665 August13,2009 160.65 7401 August12,2009 August 7,2009 166.80 167.25 83602 August 6, 2009 156.45 11754 August 4, 2009. July 31 2009 163.25 169.65 7491 July 28 2009 160.55 3855 July 30, 2009 The market price (closing price) was Rs.53.25 on January 30, 2009, the trading day immediately following the day on which the meeting of the Board of Directors was held, January 29, 2009 to approve the present Rights Issue. The market price (closing price) was Rs.166.65 on July 15,2009, the trading day immediately following the day on which the meeting of the Board/Committee of Directors was held,July 16 ,2009] to finalise offer price for Rights Issue. There have not been any transactions in Equity Shares by the Promoters during the last six months from the date of this Letter of Offer other than those mentioned in the section “Capital Structure” on page 13 of this Letter of Offer. Important

• This Issue is pursuant to the resolutions passed by the Board at its meeting held on January 29, 2009.

• This Issue is applicable to those Equity Shareholders whose names appear as beneficial

owners as per the list furnished by the depositories in respect of the shares held in the electronic form and on the Register of Members of the Company on the Book Closure Date i.e. July 31, 2009.

• Your attention is drawn to the section entitled ‘Risk Factors’ appearing on page viii of this

Letter of Offer.

• Please ensure that you have received the Composite Application Form (“CAF”) with the Letter of Offer.

• Please read this Letter of Offer and the instructions contained therein and in the CAF

carefully before filling in the CAF. The instructions contained in the CAF are each an integral part of this Letter of Offer and must be carefully followed. An application is liable to be rejected for any non-compliance of the provisions contained in this Letter of Offer or the CAF.

• All enquiries in connection with this Letter of Offer or CAF should be addressed to the

Registrar to the Issue, quoting the Registered folio number/DP and Client ID number and CAF number as mentioned in the CAF.

• All information shall be made available to the Investors by the Lead Manager and the Issuer,

and no selective or additional information would be available by them for any section of the

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Investors in any manner whatsoever including at road shows, presentations, in research or sales reports, etc.

• The Lead Manager and the Company shall update this Letter of Offer and keep the public

informed of any material changes till the listing and trading commences. Issue Schedule Issue Opening Date: Monday, September 07, 2009 Last date for receiving requests for split forms: Tuesday, September 15, 2009 Issue Closing Date: Wednesday, September 23, 3009 The Board may however decide to extend the issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date. Allotment Advices/Refund Orders The Company will issue and dispatch the share certificates/demat credit and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of fifteen (15) days from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under section 73 of the Companies Act. Applicants residing at centers where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through ECS only (Electronic Clearing Service) except where Applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit and RTGS. In case of those Applicants who have opted to receive their rights entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within fifteen (15) days from the Issue Closing Date. In case of those Applicants who have opted to receive their rights entitlement in physical form and the Company issues an allotment advice, corresponding share certificates will be dispatched within fifteen (15) days from the date of allotment. The refund order exceeding Rs. 1,500 would be sent by registered post/speed post to the sole/first Applicant's registered address. Refund orders up to the value of Rs. 1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first Applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. Investor Grievances and Redressal System The Company has adequate arrangements for redressal of investor complaints. The Shareholders’ Grievances Committee specifically looks into shareholders’ complaints like non-receipt of transferred shares, annual report, declared dividend, revalidation of refund order, etc. and to redress the same expeditiously. The Company has well arranged correspondence system developed for letter of routine nature. The share transfer and dematerialization for the Company is handled by Pinnacle

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Shares Registry Pvt. Ltd., the in-house registrar and share transfer agent. Redressal norm for response time for all correspondence including shareholders complaints is within 15 days. Status of Complaints Total number of complaints received during previous financial year (2008-09): 4 Status of the Complaints: Replied: 4; Pending: Nil Total number of complaints received during current financial year (2009-10) till date: Nil Status of the Complaints: Replied: Nil; Pending: Nil Investor Grievances arising out of this Issue The Company’s investor grievances arising out of the Issue will be handled by Link Intime India Pvt. Ltd., Registrar to the Issue. The Registrar will have a separate team of personnel handling only post Issue correspondence. The agreement between the Company and the Registrar will provide for retention of records with the Registrar for a period of atleast one year from the date of dispatch of Allotment Advice/share certificate/refund order to enable the Registrar to redress grievances of Investors. All grievances relating to the Issue may be addressed to the Registrar of the Issue giving full details such as folio no. name and address, contact telephone/cell numbers, email id of the first applicant, number and type of shares applied for, Application Form serial number, amount paid on application and the name of the bank and branch where the application was deposited along with a photocopy of acknowledgment slip. In case of renunciation, the same details of the Renouncee should be furnished. The average time taken by the Registrar for attending to routine grievances will be 15 days from the date of receipt. In case of non-routine grievances where verification at other agencies is involved, it would be the endeavour of the Registrar to attend to them as expeditiously as possible. The Company undertakes to resolve the Investor grievances in a time bound manner. Investors may contact the Compliance Officer in case of any pre-Issue/post-Issue related problems such as non-receipt of allotment advice/share certificates/demat credit/refund orders, etc. His address is as follows: Mr. Ashish Shah Company Secretary JMC Projects (India) Limited A-104, Shapath-4, Opposite Karnavati Club, S. G. Road, Ahmedabad – 380 051, India. Tel: +91-79- 3001 1500; Fax: +91-79-3001 1600/1700 Changes in Auditors during the last three years During the year 2006-07 M/s. Kishan M Mehta & Co., Chartered Accountants has been appointed as joint auditor of the Company with M/s. Sudhir N Doshi & Co., Chartered Accountants, already an existing auditor.

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Capitalization of Reserves or Profits The Company has not capitalised any of its reserves or profits for the last five years. Revaluation of Fixed Assets There has been no revaluation of the Company’s fixed assets for the last five years.

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TERMS OF THE ISSUE The Equity Shares being issued are subject to the terms of this Letter of Offer, the enclosed Composite Application Form, the Memorandum and Articles of Association of the Company, the approvals from the RBI and provisions of the Companies Act, 1956, guidelines issued by SEBI, approvals from the Stock Exchanges(s) where the Equity Shares of the Company is listed, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India and/or other statutory authorities and bodies from time to time, terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable and any other legislative enactments and rules as may be applicable and introduced from time to time.

Authority to the Issue The present issue of Equity Shares is being made pursuant to the resolution passed by the Board of Directors at its meeting held on January 29, 2009.

Basis for the Issue The Equity Shares are being offered on Rights basis for subscription for cash to those existing Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of the Company in respect of Equity Shares held in the physical form on the Book Closure Date i.e. July 31, 2009 fixed in consultation with the BSE (the Designated Stock Exchange). Rights Entitlement As your name appears as a beneficial owner in respect of shares held in the electronic form or appears in the Register of Members of the Company as on the Book Closure Date i.e July 31, 2009, you are entitled to the number of Equity Shares as set out in Part A of he enclosed CAF. For further details, see “Terms of the Issue – Procedure for Application” on page 356 of this Letter of Offer. Principal Terms of Equity Shares Face Value Each Equity Share shall have the face value of Rs. 10/- Issue Price Each Equity Share shall have the face value of Rs. 10/-. Each Equity Share is being offered at a price of Rs. 110/- each (including a premium of Rs. 100/- per share). Entitlement Ratio The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the Company in the ratio of 1 (One) Equity Share for every 5 (Five) Equity Shares held as on the Book Closure Date.

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Fractional Entitlement For the Equity Shares being offered on rights basis under this Issue, if the shareholding of any of the Equity Shareholders is less than 5 or is not in the multiples of 5 then the fractional entitlement of such holders for Equity Shares shall be rounded off to the next higher integer The additional Equity Shares needed for such adjustment will be first adjusted from the unsubscribed portion of the Issue, if any and should there be further requirement from the Promoter / Promoter group’s entitlement at the time of the allotment. Terms of Payment and appropriation The entire issue price i.e., Rs. 110/- per Equity Share shall be payable on application. Rights of the Equity Shareholders Subject to the applicable laws, the Equity Shareholders shall have the following rights: 1. Right to receive dividend, if declared. 2. Right to attend general meetings and exercise voting rights, unless prohibited by law. 3. Right to vote on a poll either personally or by proxy. 4. Right to receive offers for rights shares and be allotted bonus shares, if announced; 5. Right to receive surplus on liquidation. 6. Right of free transferability; and 7. Such other rights, as may be available to a shareholder of a Public Ltd. Company under the

Companies Act, 1956. Ranking of Equity Shares The Equity Shares being issue in the present Issue shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects with the existing Equity Shares of the Company including dividends. Mode of payment of dividend The dividend is paid to all the eligible shareholders in terms of the provisions of the Companies Act, 1956 with regard to payment of dividend. The unclaimed dividend if any are transferred to Investor Protection Fund as prescribed under the Act. General Terms of the Issue Market lot The market lot for the Equity Shares in dematerialised mode is one. In case of physical certificates, the Company would issue one certificate for the Equity Shares allotted to one folio (“Consolidated Certificate”). NO OFFER IN THE UNITED STATES “The rights and the Equity Shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any U.S.

358

state securities laws and may not be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S under the Securities Act), except in a transaction exempt from the registration requirements of the Securities Act. The rights referred to in this Letter of Offer are being offered in India but not in the United States of America. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale in the United States of America, or the territories or possessions thereof, or as a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer should not be forwarded to or transmitted in or into the United States of America at any time. The Company will not accept subscriptions from any person, or his agent, who appears to be, or who the Company has reason to believe is, a resident of the United States of America and to whom an offer, if made, would result in requiring registration of this Letter of Offer with the United States Securities and Exchange Commission.“ Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint tenants with the benefit of survivorship subject to the provisions contained in the Articles. Nomination In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. In case of Equity Shareholders who are individuals, a sole Equity Shareholder or the first named Equity Shareholder, along with other joint Equity Shareholders, if any, may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares. A person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity Share by the person nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity Share is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the registered office of the Company or such other person at such addresses as may be notified by the Company. The applicant can make the nomination by filling in the relevant portion of the CAF. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with the Company, no further nomination needs to be made for Equity Shares that may be allotted in this Issue under the same folio. In case the allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective Depository Participant (“DP”) of the applicant would prevail. Any applicant desirous of changing the existing nomination is requested to inform its respective DP. Notices

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All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English national daily with wide circulation, one Hindi national daily with wide circulation and one regional language daily newspaper circulated at the place where registered office of the Company is situated and/or, will be sent by ordinary post / registered post / speed post to the registered holders of the Equity Share from time to time. Minimum Subscription If the Company does not receive application money for atleast 90% of the Issued amount the entire subscription will be refunded to the Applicants within 15 days from the date of closure of the Issue. If there is a delay in the refund of application money by more than eight days after the Company becomes liable to pay the amount (15 days after closure of the Issue), the Company will pay interest for the delayed period at prescribed rates in sub- sections (2) and (2A) of Section 73 of the Companies Act, 1956. Listing and trading of Equity Shares proposed to be issued The Company’s existing Equity Shares are currently traded on the BSE and NSE under the ISIN INE890A1016. The fully paid up Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on the BSE and NSE under the existing ISIN for fully paid Equity Shares of the Company. The fully paid up Equity Shares allotted pursuant to this Issue will be listed as soon as practicable and all steps for completion of the necessary formalities for listing and commencement of trading at the Stock Exchange where the Equity Shares are to be listed will be taken within seven working days of finalization of basis of allotment. The Company has received in-principle approval pursuant to clause 24(a) of Listing Agreement from the BSE vide letter no. DCS/PREF/JA/IP-RT/108/09-10 dated April 28, 2009 and from NSE vide letter no. NSE/LIST/107025-A dated May 06, 2009. The distribution of this Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. The Company is making this issue of Equity Shares on a rights basis to the shareholders of the Company and will dispatch the Letter of Offer and the CAF to shareholders who have provided an Indian address. How to Apply Procedure for Application The CAF for Equity Shares would be printed in black ink for all Equity Shareholders. In case the original CAF is not received by the applicant or is misplaced by the applicant, the applicant may request the Registrar to the Issue, for issue of duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part by filling Part A of the enclosed CAF and submit the same along with the Application Money payable to the Bankers to the Issue at any of the branches as mentioned on the reverse of the CAF before the close

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of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board or a committee authorized by the Board thereof in this regard. Applicants at centers not covered by the branches of collecting banks can send their CAF together with the cheque / demand draft payable at Mumbai, for an amount net of bank and postal charges, to the Registrar to the Issue by registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected. Option available to the Equity Shareholders The CAF will clearly indicate the number of Equity Shares that the Equity Shareholder is entitled to. If the Equity Shareholder applies for an investment in Equity Shares, then he can: • Apply for his entitlement of Equity Shares in part; or • Apply for his entitlement of Equity Shares in part and renounce the other part of the Equity

Shares; or • Apply for his entitlement in full; or • Apply for his entitlement in full and apply for additional Equity Shares. Accordingly, an Equity

Shareholder cannot apply for additional Equity Shares unless he has applied for his entitlement of Equity Shares in full; or

• Renounce his entitlement in full to one or more than one person Renunciation This Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of any other person or persons. Your attention is drawn to the fact that the Company shall not allot and/or register the Equity Shares in favour of more than 3 persons (including joint holders), partnership firm(s) or their nominee(s), minors, HUF, any trust or society (unless the same is registered under the Societies Registration Act, 1860 or the Indian Trust Act or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold Equity Shares). Any renunciation from Resident Indian Shareholder(s) to Non-resident Indian(s) or from Non-resident Indian Shareholder(s) to Resident Indian(s) or from Non-resident Indian shareholder(s) to other Non resident Indian(s) is subject to the renouncer(s)/renounce(s) obtaining the necessary approvals including the permission of the RBI under the FEMA and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approvals are liable to be rejected. By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))Regulations, 2003. Accordingly, the existing Equity Shareholders of the Company who do not wish to subscribe to the Equity Shares being offered but wish to renounce the same in favour of renouncee shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s). Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the application invalid. Submission of the enclosed CAF to the Banker to the Issue at its collecting branches specified on the reverse of the CAF with the form of

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renunciation (Part ‘B’ of the CAF) duly filled in shall be conclusive evidence for the Company of the person(s) applying for Equity Shares of the CAF to receive allotment of such Equity Shares. The renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Part ‘A’ of the CAF must not be used by the renouncee(s) as this will render the application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour of any other person. Procedure for renunciation To renounce all the Equity Shares offered to a shareholder in favour of one renouncee If you wish to renounce the offer indicated in Part ‘A’, in whole, please complete Part ‘B’ of the CAF. In case of joint holding, all joint holders must sign Part ‘B’ of the CAF. The person in whose favour renunciation has been made should complete and sign Part ‘C’ of the CAF. In case of joint renouncees, all joint renouncees must sign this part of the CAF. To renounce in part/or renounce the whole to more than one person(s) If you wish to either accept this offer in part and renounce the balance or renounce the entire offer under this Issue in favour of two or more renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part ‘D’ of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed. In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with the Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part ‘C’ of the CAF and submit the entire CAF to the Banker to the Issue on or before the Issue Closing Date along with the application money in full. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. However, this right of renunciation is subject to the express condition that the Board of Directors of the Company shall be entitled in its absolute discretion to reject the request for allotment from the renouncee(s) without assigning any reason thereof. Instructions for Options Please note that:

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• Part ‘A’ of the CAF must not be used by any person(s) other than the Equity Shareholder to

whom the Letter of Offer has been addressed. If used, this will render the application invalid. • Request by the applicant for the split application form should reach the Company on or before

Tuesday, September 15, 2009 • Only the Equity Shareholder to whom this Letter of Offer has been addressed shall be entitled to

renounce and to apply for split application forms. Forms once split cannot be split further. • Split form(s) will be sent to the applicant(s) by post at the applicant’s risk. Additional Equity Shares You are eligible to apply for additional Equity Shares provided you have applied for all the Equity Shares offered to you without renouncing them in whole or in part Application for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board and in consultation if necessary with the Designated Stock Exchange. This allotment of additional equity shares will be made on an equitable basis with reference to number of shares held by you on the book closure date. Renouncees can apply for additional shares As per Regulation 6 of Notification No. FEMA 20/200-RB dated May 3, 2000, the RBI has given general permission to Indian companies to issue rights shares to non-resident shareholders including additional shares. If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional shares in Part A of the CAF. The renounce applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Where the number of additional Equity Shares applied for exceeds the number available for allotment, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. The summary of options available to the Equity Shareholder is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF: Option Available Action Required Accept whole or part of your entitlement without renouncing the balance.

Fill in and sign Part A (All joint holders must sign)

Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

Renounce your entitlement in full to one person (Joint renouncees are considered as one).

Fill in and sign Part B (all joint holders must sign) indicating the number of Equity Shares renounced and hand it over to the renouncee. The renouncees must fill in and sign Part C (All joint renouncees must sign)

Accept a part of your entitlement and renounce Fill in and sign Part D (all joint holders must sign)

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the balance to one or more renouncee(s) OR Renounce your entitlement to all the Equity Shares offered to you to more than one renouncee

requesting for Split Application Forms. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Application Forms. Splitting will be permitted only once. On receipt of the Split Application Forms take action as indicated below. For the Equity Shares you wish to accept, if any, fill in and sign Part A. For the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and hand it over to the renouncees. Each of the renouncees should fill in and sign Part C for the Equity Shares accepted by them.

Introduce a joint holder or change the sequence of joint holders

This will be treated as a renunciation. Fill in and sign Part B and the renouncees must fill in and sign Part C.

Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID number and his/ her full name and address to the Registrar to the Issue. Please note that the request for duplicate CAF should reach the Registrar to the Issue within 7 days from the Issue Opening Date. Please note that those who are making the application in the duplicate form should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently. If the applicant violates any of these requirements, he / she shall face the risk of rejection of both the applications. Application on Plain Paper An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with Demand Draft, net of bank and postal charges payable at Mumbai which should be drawn in favor of “JMC - RIGHTS ISSUE” in case of resident shareholders, in case of applications by non-resident shareholders with non repatriation basis in favour of “JMC - RIGHTS ISSUE” payable at Mumbai and in case of application by non-resident shareholders with repatriation benefits in favour of “JMC - RIGHTS ISSUE - NR” payable at Mumbai. The Equity Shareholders should send the same by registered post directly to the Registrar to the Issue. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: • Name of the Issuer, being JMC Projects (India) Limited

• Name and address of the Equity Shareholder including joint holders

• Registered Folio Number/ DP and Client ID no.

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• Number of Equity Shares held as on Book Closure Date

• Number of Rights Equity Shares entitled

• Number of Rights Equity Shares applied for

• Number of additional Equity Shares applied for, if any

• Total number of Equity Shares applied for

• Total amount paid at the rate of Rs. 110/- per Equity Share

• Particulars of cheque/draft

• Savings/Current Account Number and name and address of the bank where the Equity

Shareholder will be depositing the refund order

• PAN of the applicant and for each applicant in case of joint names, irrespective of the total value

of the Equity Shares applied for pursuant to the Issue.

• In case of Non Resident Shareholders, NRE/ FCNR/ NRO A/c No. Name and Address of the

Bank and Branch;

• If payment is made by a draft purchased from NRE/ FCNR/ NRO A/c No., as the case may be, an

account debit certificate from the bank issuing the draft, confirming that the draft has been issued

by debiting NRE/ FCNR/ NRO Account.

Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications. The Company shall refund such application amount to the applicant without any interest thereon. Last date of Application The last date for submission of the duly filled in CAF is September 23, 2009. The Issue will be kept open for a minimum period of 15 (fifteen) days and the Board/Committee of Directors will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date. If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/Committee of Directors, the offer contained in this Letter of Offer shall be deemed to have been declined and the Board shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section “Terms of the Issue - Basis of Allotment” beginning on page 356 of this Letter of Offer. Procedure for Application through the Applications Supported by Blocked Amount (“ASBA”) Process This section is for the information of Equity Shareholders proposing to subscribe to the Issue through the ASBA Process. The Company and the Lead Manager are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur

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after the date of this Letter of Offer. Equity Shareholders who are eligible to apply under the ASBA Process are advised to make their independent investigations and ensure that the number of Equity Shares applied for by such Equity Shareholders do not exceed the applicable limits under laws or regulations. Equity Shareholders applying under the ASBA Process are also advised to ensure that the CAF is correctly filled up, stating therein the bank account number maintained with the SCSB in which an amount equivalent to the amount payable on application as stated in the CAF will be blocked by the SCSB. The list of banks who have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSB collecting the CAF, please refer the above mentioned SEBI link. Equity Shareholders who are eligible to apply under the ASBA Process The option of applying for Equity Shares in the Issue through the ASBA Process is only available to Equity Shareholders of the Company on the Book Closure Date and who: • holds the shares of the Company in dematerialized form and has applied for entitlements and /or

additional shares in dematerialized form; • has not renounced his/ her entitlements in full or in part; • is not a renouncee; • is applying through a bank account maintained with SCSBs. CAF The Registrar will despatch the CAF to all Equity Shareholders as per their entitlement on the Book Closure Date for the Issue. Those Equity Shareholders who wish to apply through the ASBA payment mechanism will have to select for this mechanism in (i) In Part A of the CAF and provide necessary details or (ii) in plain paper application and indicate that they wish to apply through ASBA payment mechanism.. Application in electronic mode will only be available with such SCSB who provides such facility. The Equity Shareholder shall submit the CAF / Plain Paper Application to the SCSB for authorising such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the respective CAFs sent by the Registrar, selecting the ASBA process option in Part A of the CAF or the Plain Paper Application and submit the same to the SCSB before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board of Directors of the Company in this regard. Mode of payment The Equity Shareholder applying under the ASBA Process agrees to block the entire amount payable on application (including for additional Equity Shares, if any) with the submission of the CAF, by authorizing the SCSB to block an amount, equivalent to the amount payable on application, in a bank account maintained with the SCSB.

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After verifying that sufficient funds are available in the bank account provided in the CAF, the SCSB shall block an amount equivalent to the amount payable on application mentioned in the CAF until it receives instructions from the Registrar. Upon receipt of intimation from the Registrar, the SCSBs shall transfer such amount as per Registrar’s instruction allocable to the Equity Shareholders applying under the ASBA Process from bank account with the SCSB mentioned by the Equity Shareholder in the CAF. This amount will be transferred in terms of the SEBI Guidelines, into the separate bank account maintained by the Company as per the provisions of section 73(3) of the Companies Act, 1956. The balance amount remaining after the finalisation of the basis of allotment shall be either unblocked by the SCSBs or refunded to the investors by the Banker to the Issue on the basis of the instructions issued in this regard by the Registrar to the Issue and the Lead Manager to the respective SCSB. The Equity Shareholders applying under the ASBA Process would be required to block the entire amount payable on their application at the time of the submission of the CAF. The SCSB may reject the application at the time of acceptance of CAF if the bank account with the SCSB details of which have been provided by the Equity Shareholder in the CAF does not have sufficient funds equivalent to the amount payable on application mentioned in the CAF. Subsequent to the acceptance of the application by the SCSB, the Company would have a right to reject the application only on technical grounds. Options available to the Equity Shareholders applying under the ASBA Process The summary of options available to the Equity Shareholders is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the respective CAFs received from Registrar: Option Available Action Required Accept whole or part of your entitlement without renouncing the balance.

Fill in and sign Part A (All joint holders must sign)

Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

The Equity Shareholder applying under the ASBA Process will need to select the ASBA option process in the CAF and provide required necessary details. However, in cases where this option is not selected, but the CAF is tendered to the SCSB with the relevant details required under the ASBA process option and SCSB blocks the requisite amount, then that CAF would be treated as if the Equity Shareholder has selected to apply through the ASBA process option. Additional Equity Shares You are eligible to apply for additional Equity Shares provided you have applied for all the Equity Shares offered to you without renouncing them in whole or in part Application for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board and in consultation if necessary with the Designated Stock Exchange. The allotment of additional equity shares will be made on an equitable basis with reference to number of shares held by you on the Book Closure date.

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If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional Equity Shares in Part A of the CAF. Renunciation under the ASBA Process Renouncees cannot participate in the ASBA Process. Application on Plain Paper An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper. The Equity Shareholders should submit the same at a designated banch of a SCSB. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must be submitted at a designated branch of a SCSB on or before the Issue Closing Date and should contain the following particulars: • Name of the Issuer, being JMC Projects (India) Limited

• Name and address of the Equity Shareholder including joint holders

• Registered Folio Number/ DP and Client ID no.

• Number of Equity Shares held as on Book Closure Date

• Number of Rights Equity Shares entitled

• Number of Rights Equity Shares applied for

• Number of additional Equity Shares applied for, if any

• Total number of Equity Shares applied for

• Total amount paid at the rate of Rs. 110/- per Equity Share

• Savings/Current Account Number alongwith name and address of the SCSB and Branch.

• PAN of the applicant and for each applicant in case of joint names, irrespective of the total value

of the Equity Shares applied for pursuant to the Issue.

• In case of Non Resident Shareholders, NRE/ FCNR/ NRO A/c no., Name and Address of the

SCSB and Branch;

• Authorising such SCSB to block an amount equivalent to the amount payable on the application

in the said bank account maintained with the same SCSB.

If an applicant makes an application in more than one mode i.e. both in the Composite Application Form and on plain paper, then both the applications may be liable for rejection. Last date of Application The last date for submission of the duly filled in CAF / Plain Paper Application is September 23, 2009. The Issue will be kept open for a minimum of 15 (fifteen) days and the Board or any committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date.

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If the CAF together with the amount payable is not received by the Banker to the Issue/Registrar to the Issue or if the CAF / Plain Paper Application is not received by the SCSB on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/Committee of Directors, the offer contained in the Letter of Offer shall be deemed to have been declined and the Board/Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under “Term of the Issue - Basis of Allotment” beginning on page 356 of this Letter of Offer. Option to receive Equity Shares in Dematerialized Form EQUITY SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY UNDER THE ASBA PROCESS CAN ONLY BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON BOOK CLOSURE DATE. General instructions for Equity Shareholders applying under the ASBA Process (a) Please read the instructions printed on the respective CAF carefully. (b) Application should be made on the printed CAF provided by the Company except as mentioned

under the head Application on Plain Paper and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and/or which are not completed in conformity with the terms of this Letter of Offer are liable to be rejected. The CAF / Plain Paper Application must be filled in English.

(c) The CAF / Plain Paper Application in the ASBA Process should be submitted at a Designated

Branch of the SCSB and not to the Bankers to the Issue/Collecting Banks (assuming that such Collecting Bank is not a SCSB) or to the Company or Registrar or Lead Manager to the Issue.

(d) All applicants, and in the case of application in joint names, each of the joint applicants, should

mention his/her PAN number allotted under the Income-Tax Act, 1961, irrespective of the amount of the application. CAFs / Plain Paper Applications without PAN will be considered incomplete and are liable to be rejected.

(e) All payments will be made by blocking the amount in the bank account maintained with the

SCSB. Cash payment is not acceptable. In case payment is affected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

(f) Signatures should be either in English or Hindi or in any other language specified in the Eighth

Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The Equity Shareholders must sign the CAF / Plain Paper Application as per the specimen signature recorded with the Company/or Depositories.

(g) In case of joint holders, all joint holders must sign the relevant part of the CAF / Plain Paper

Application in the same order and as per the specimen signature(s) recorded with the Company. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communication will be addressed to the first applicant.

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(h) All communication in connection with application for the Equity Shares, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first/sole applicant Equity Shareholder, folio numbers and CAF number.

(i) Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall

be eligible to participate under the ASBA process. Do’s: a. Ensure that the ASBA Process option is selected in part A of the CAF and necessary details are

filled in. In case of non-receipt of the CAF, the Application can be made on a Plain Paper with all the necessary details as required under para ‘Application on Plain Paper’ appearing on Page 367 of the Letter of Offer.

b. Ensure that you submit your application in physical mode only. Electronic mode is only available

with certain SCSBs and not all SCSBs and you should ensure that your SCSB offers such facility to you.

c. Ensure that the details about your Depository Participant and beneficiary account are correct and

the beneficiary account is activated as Equity Shares will be allotted in the dematerialized form only.

d. Ensure that the CAF / Plain Paper Application is submitted at the SCSBs whose details of bank

account have been provided in the CAF. e. Ensure that you have mentioned the correct bank account number in the CAF/ Plain Paper

Application. f. Ensure that there are sufficient funds (equal to {number of Equity Shares applied for} X {Issue

Price of Equity Shares}) available in the bank account maintained with the SCSB mentioned in the CAF / Plain Paper Application before submitting the CAF / Plain Paper Application to the respective Designated Branch of the SCSB.

g. Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount

payable on application mentioned in the CAF/ Plain Paper Application, in the bank account maintained with the respective SCSB, of which details are provided in the CAF/ Plain Paper Application and have signed the same.

h. Ensure that you receive an acknowledgement from the SCSB for your submission of the CAF/

Plain Paper Application in physical form. i. Each applicant should mention their Permanent Account Number (“PAN”) allotted under the

Income Tax Act, 1961. j. Ensure that the name(s) given in the CAF / Plain Paper Application is exactly the same as the

name(s) in which the beneficiary account is held with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the CAF/ Plain Paper Application.

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k. Ensure that the Demographic Details are updated, true and correct, in all respects. Don’ts: a. Do not apply on duplicate CAF after you have submitted a CAF to a Designated Branch of the

SCSB. b. Do not pay the amount payable on application in cash, by money order or by postal order. c. Do not send your physical CAF/ Plain Paper Application to the Lead Manager to Issue / Registrar

/ Collecting Banks (assuming that such Collecting Bank is not a SCSB) / to a branch of the SCSB which is not a Designated Branch of the SCSB / Company; instead submit the same to a Designated Branch of the SCSB only.

d. Do not submit the GIR number instead of the PAN as the application is liable to be rejected on

this ground. e. Do not instruct your respective banks to release the funds blocked under the ASBA Process. Grounds for Technical Rejection under the ASBA Process In addition to the grounds listed under “Terms of the Issue - Grounds for Technical Rejection” on page 356 of this Letter of Offer, applications under the ABSA Process are liable to be rejected on the following grounds: a. Application on split form. b. Application for entitlements or additional shares in physical form. c. DP ID and Client ID mentioned in CAF/ Plain Paper Application not matching with the DP ID

and Client ID records available with the Registrar. d. Sending CAF / Plain Paper Application to a Lead Manager / Registrar / Collecting Bank

(assuming that such Collecting Bank is not a SCSB) / to a branch of a SCSB which is not a Designated Branch of the SCSB / Company.

e. Renouncee applying under the ASBA Process. f. Insufficient funds are available with the SCSB for blocking the amount. g. Funds in the bank account with the SCSB whose details are mentioned in the CAF having been

frozen pursuant to regulatory orders. h. Account holder not signing the CAF / Plain Paper Application or declaration mentioned in the

CAF. Depository account and bank details for Equity Shareholders applying under the ASBA Process IT IS MANDATORY FOR ALL THE EQUITY SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS TO RECEIVE THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL EQUITY SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE CAF/ PLAIN PAPER APPLICATION. EQUITY SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME GIVEN IN THE CAF / PLAIN PAPER APPLICATION IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE CAF / PLAIN PAPER APPLICATION IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY

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ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE CAF / PLAIN PAPER APPLICATION. Equity Shareholders applying under the ASBA Process should note that on the basis of name of these Equity Shareholders, Depository Participant’s name and identification number and beneficiary account number provided by them in the CAF / Plain Paper Application, the Registrar to the Issue will obtain from the Depository demographic details of these Equity Shareholders such as address, bank account details for printing on allotment advise or letters intimating unblocking of bank account and may be delayed if the same once sent to the address obtained from the Depositories are returned undelivered. Hence, Shareholders applying under the ASBA Process should carefully fill in their Depository Account details in the CAF / Plain Paper Application. These Demographic Details would be used for all correspondence with such Equity Shareholders including mailing of the letters intimating unblock of bank account of the respective Equity Shareholder. The Demographic Details given by Equity Shareholders in the CAF / Plain Paper Application would not be used for any other purposes by the Registrar. Hence, Equity Shareholders are advised to update their Demographic Details as provided to their Depository Participants. By signing the CAFs / Plain Paper Applications, the Equity Shareholders applying under the ASBA Process would be deemed to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Letters intimating allotment and unblocking (if any) would be mailed at the address of the Equity Shareholder applying under the ASBA Process as per the Demographic Details received from the Depositories. Unblocking of Funds, if any, will be made directly to the bank account in the SCSB and for which the details are provided in the CAF / Plain Paper Application and not the bank account linked to the DP ID. Equity Shareholders applying under the ASBA Process may note that delivery of letters intimating unblocking of bank account may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Equity Shareholder in the CAF / Plain Paper Application would be used only to ensure dispatch of letters intimating unblocking of bank account. Please note that any such delay shall be at the sole risk of the Equity Shareholders applying under the ASBA Process and none of the Company, the SCSBs or the Lead Manager shall be liable to compensate the Equity Shareholder applying under the ASBA Process for any losses caused to such Equity Shareholder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that match three parameters, namely, names of the Equity Shareholders (including the order of names of joint holders), the DP ID and the beneficiary account number, then such applications are liable to be rejected. INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALISED FORM. Basis of Allotment The basis of allotment shall be finalized in consultation with the Designated Stock Exchange in the following order of priority:

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(a) Full allotment to the Shareholders who have applied for their rights entitlement either in full or in part and also to the renouncee(s) who have applied for Equity Shares renounced in their favour, in full or in part.

(b) In case of fractional entitlement the shares allotted will be rounded off to the higher integer. (c) Allotment to the shareholders who have applied for all the Equity Shares offered to them as rights

have also applied for additional Equity Shares. The allotment of such additional Equity Shares will be made as far as possible on an equitable basis with reference to the number of Equity Shares held on the Book Closure Date in consultation with the Designated Stock Exchange.

(d) Allotment to renouncees who have applied for all the Equity Shares renounced in their favour

have applied for additional shares, provided there is a surplus remaining after (a) ,(b) and (c) above.

(e) Allotment to any other person as the Board may in its absolute discretion deem fit provided there

is a surplus available after making full allotment under (a), (b), (c) and (d) above. After taking into account allotment to be made under (a) above, if there is any unsubscribed portion, the same shall be deemed to be ‘unsubscribed’ for the purpose of regulation 3(1)(b) of the Takeover Code which would be available for allocation under (b), (c) and (d) above. The Promoter and promoter group have confirmed by their letters dated March 31, 2009 that they intend to subscribe to the full extent of their entitlement, being 55.64% of the Issue size, in the Issue. The Promoter and the promoter group reserve their right to subscribe to their entitlement and/or apply for additional Equity Shares in the Issue either by themselves or a combination of entities controlled by them, including by subscribing for renunciation, if any, made by any other shareholder. As a result of subscription to their entitlement and any unsubscribed portion and consequent allotment, the Promoter and the promoter group may acquire shares over and above their entitlement in the Issue, which may result in an increase of their shareholding in the Company. This subscription and acquisition of such additional Equity Shares by the Promoter and the promoter group, if any, will not result in change of control of the management of the Company and shall be exempt in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on “Objects of the Issue” on page 31 of this Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of allotments to the Promoter and the Promoter Group, in this Issue, the Promoter’s and the promoter group’s shareholding in the Company exceeds their current shareholding. Allotment to the Promoter of any subscribed portion of Equity Shares, over and above its entitlement shall be done in compliance with the Listing Agreement and other applicable laws prevailing at that time relating to continuous listing requirements. The Company hereby confirms that, in case the Issue is completed with the Promoter and the promoter group subscribing to Equity Shares over and above their entitlement, the public shareholding in the Company after the Issue will not fall below the minimum level of public shareholding as specified in the listing conditions or listing agreement. Allotment /Refund The Company will issue and dispatch share certificates/demat credit and/ or letters of regret along with refund order or credit the allotted Equity Shares to the respective beneficiary accounts, if any,

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within a period of fifteen (15) days from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under Section 73 of the Companies Act, 1956. Applicants residing at centres where clearing houses are managed by the Reserve Bank of India (RBI), will get refunds through ECS (Electronic Clearing Service) only except where applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit and RTGS provided the MICR details are recorded with the depositories or the Company. In case of those applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through certificate of posting intimating them about the mode of credit of refund within a period of fifteen (15) days from the Issue Closing Date. In case of those Applicants who have opted to receive their Rights Entitlement in physical form, the Company will issue the corresponding share certificates under Section 113 of the Companies Act or other applicable provisions, if any. Any refund order exceeding Rs. 1,500 would be sent by registered post/speed post to the sole/first applicant’s registered address. Refund orders up to the value of Rs. 1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. Payment of Refund Mode of making refunds The payment of refund, if any, would be done through various modes in the following order of reference: 1. ECS (Electronic Clearing Service) – Payment of refund shall be undertaken through ECS for

applicants having an account at any of the following 68 centers: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non-MICR), Pondicherry, Hubli, Shimla (Non-MICR), Tirupur, Burdwan (Non-MICR), Durgapur (Non-MICR), Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR), Nellore (Non-MICR) and Kakinada (Non-MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow, Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab National Bank); Indore (managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank of India); Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot (managed by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed by Central Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce); Haldia (Non-MICR) (managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); and Bhilwara (managed by State Bank of Bikaner and Jaipur). This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. One of the

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methods for payment of refund is through ECS for applicants having a bank account at any of the abovementioned 68 centers.

2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through

NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The Company in consultation with Lead Manager may decide to use NEFT as a mode of making refunds. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in this section – “Mode of making refund”.

3. Direct Credit – Applicants having bank accounts with the Bankers to the Issue shall be eligible

to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by the Company.

4. RTGS (Real Time Gross Settlement) – Applicants having a bank account at any of the centres

where such facility has been made available and whose refund amount exceeds Rs. 10 lakhs, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

5. For all other applicants, including those who have not updated their bank particulars with the

MICR code, the refund orders will be dispatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/first applicant and payable at par.

Printing of Bank Particulars on Refund Order As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars will be printed on the refund orders which can then be deposited only in the account specified. The Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud. Allotment advice/Share Certificates/Demat Credit Allotment advice/share certificates/demat credit will be dispatched to the registered address of the first named applicant or respective beneficiary accounts will be credited within 15 (fifteen) days, from the date of closure of the subscription list.

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Option to receive Equity Shares in Dematerialised Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the Equity Shares in dematerialised (electronic) form at the option of the applicant. The Company signed tripartite agreements with National Securities Depository Limited (NSDL) and Pinnacle Shares Registry Pvt. Limited on December 23, 1999 and Central Depository Services (India) Limited (CDSL) and Pinnacle Shares Registry Limited on December 17, 1999, which enable the Investors to hold and trade in Equity Shares in a dematerialised form, instead of holding the Equity Shares in the form of physical certificates. An applicant has the option to seek allotment in physical or demat mode. In this Issue, the allottees who have opted for Equity Shares in dematerialised form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a depository participant. Investor will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given the Equity Shares in physical form. No separate applications for Equity Shares in physical and/or dematerialized form should be made. If such applications are made, the application for physical Equity Shares will be liable to be rejected. THE EQUITY SHARES OF THE COMPANY WILL BE LISTED ON THE BSE AND NSE Procedure for availing the facility for allotment of Equity Shares in this Issue in the electronic form is as under: • Open a beneficiary account with any depository participant (care should be taken that the

beneficiary account should carry the name of the holder in the same manner as is exhibited in the records of the Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as with the Company). In case of Investors having various folios in the Company with different joint holders, the Investors will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such Beneficiary Account (s) need not adhere to this step.

• For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as

on the Book Closure Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares of the Company are not dematerialized. Nonetheless, it should be ensured that the Depository Account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of the Company.

Responsibility for correctness of information (including applicant’s age and other details) filled in the CAF vis-a-vis such information with the applicant’s depository participant, would rest with the applicant. Applicants should ensure that the names of the applicants and the order in which they appear in CAF should be the same as registered with the applicant’s depository participant. If incomplete /incorrect beneficiary account details are given in the CAF the applicant will get Equity Shares in physical form. The Equity Shares pursuant to this Issue allotted to investors opting for dematerialized form, would be directly credited to the beneficiary account as given in the CAF after verification.

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Allotment advice, refund order (if any) would be sent directly to the applicant by the Registrar to the Issue but the applicant’s depository participant will provide to him the confirmation of the credit of such Equity Shares to the applicant’s depository account. Renouncees will also have to provide the necessary details about their beneficiary account for allotment of Equity Shares in this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected. General Instructions for applicants (a) Please read the instructions printed on the enclosed CAF carefully. (b) Application should be made on the printed CAF, provided by the Company except as

mentioned under the head Application on Plain Paper and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which are not completed in conformity with the terms of the Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the applicants, details of occupation, address, father’s / husband’s name must be filled in block letters.

(c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue /

Collecting Bank or to the Registrar to the Issue and not to the Company or Lead Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers to the Issue have been authorised by the Company for collecting applications, will have to make payment by Demand Draft payable at Mumbai of amount net of bank and postal charges, and send their application forms to the Registrar to the Issue by REGISTERED POST. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

(d) Applications for any value made by the applicant or in the case of application in joint names,

each of the applicants, should mention his/ her PAN allotted under the Income-Tax Act, 1961. CAF without PAN will be considered incomplete and are liable to be rejected.

(e) Applicants are advised that it is mandatory to provide information as to their savings/current

account number and the name of the Bank with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees. Application not containing such details is liable to be rejected.

(f) All payment should be made by cheque/DD only. Cash payment is not acceptable. In case

payment is affected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

(g) Signatures should be either in English or Hindi or in any other language specified in the

Eighth Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with the Company or depositories.

(h) In case of an application under power of attorney or by a body corporate or by a society, a

certified true copy of the relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this Issue and to sign the application and a

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copy of the Memorandum and Articles of Association and / or bye laws of such body corporate or society must be lodged with the Registrar to the Issue giving reference of the serial number of the CAF. In case the above referred documents are already registered with the Company, the same need not be furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the application is liable to be rejected. In no case should these papers be attached to the application submitted to the Bankers to the Issue.

(i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same

order and as per the specimen signature(s) recorded with the Company. Further, in case of joint applicants who are renouncees, the number of applicants should not exceed three. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communication will be addressed to the first applicant.

(j) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing

abroad for allotment of Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest, export of share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

(k) All communication in connection with application for the Equity Shares, including any

change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the date of allotment, should be sent to the Registrar and Transfer Agent of the Company, in case of Equity Shares held in physical form and to the respective depository participant, in case of Equity Shares held in dematerialized form.

(l) Split forms cannot be re-split.

(m) Only the person or persons to whom Equity Shares have been offered and not renouncee(s)

shall be entitled to obtain split forms.

(n) Applicants must write their CAF number at the back of the cheque / demand draft.

(o) Terms of Payment - Only one mode of payment per application should be used. The payment must be either by cheque or demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted. A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or postdated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above)

(p) No receipt will be issued for application money received. The Bankers to the Issue /

Collecting Bank/ Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

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Grounds for Technical Rejection Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following: • Amount paid does not tally with the amount payable for; • Bank account details (for refund) are not given; • Age of First Applicant not given while completing Part C of the CAF; • PAN not mentioned for Application of any value; • In case of Application under power of attorney or by limited companies, corporate, trust, etc.,

relevant documents are not submitted; • If the signature of the existing shareholder does not match with the one given on the Application

Form and for renouncees if the signature does not match with the records available with their depositories;

• If the Applicant desires to have shares in electronic form, but the Application Form does not have the Applicant’s depository account details;

• Application Forms are not submitted by the Applicants within the time prescribed as per the Application Form and the Letter of Offer;

• Applications not duly signed by the sole/joint Applicants; • Applications by OCBs unless accompanied by specific approval from the RBI permitting the

OCBs to invest in the Issue; • In case no corresponding record is available with the Depositories that matches three parameters,

namely, names of the Applicants (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity;

• Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local laws) and where last available address in India has not been provided;

• Applications where the Company believes that CAF is incomplete or acceptance of such CAF may infringe applicable legal or regulatory requirements;

• Multiple Applications; and • Duplicate applications including cases where an applicant submits CAF along with a plain paper

application. Mode of payment for Resident Equity Shareholders/Applicants • All cheques /drafts accompanying the CAF should be drawn in favour of “JMC- RIGHTS

ISSUE” and marked ‘A/c Payee only’ • Applicants residing at places other than places where the bank collection centres have been

designated are requested to send their applications directly to the Registrar to the Issue by registered post/speed post together with their Cheque /Demand Draft (net of Bank and postal charges) drawn in favour of “JMC- RIGHTS ISSUE” payable at Mumbai on or before the closure of the Issue. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any.

Mode of payment for Non-Resident Equity Shareholders/ Applicants As regards the application by non-resident equity shareholders, the following further conditions shall apply:

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Application with repatriation benefits Non Resident shareholders applying on repatriable basis, can either send their applications directly to the Registrar to the Issue together with Cheque / Demand Draft (net of Bank and postal charges) drawn in favour of “JMC- RIGHTS ISSUE - NR” payable at Mumbai or can submit their application along with requisite cheque / demand draft at aforesaid specified branches where the cheque/DD will be payable at Mumbai on or before the closure of the Issue. Payment by NRIs/ FIIs/ foreign investors must be made by demand draft/cheque payable at Mumbai or funds remitted from abroad in any of the following ways: • By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from

abroad (submitted along with Foreign Inward Remittance Certificate); or • By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in

Mumbai; or • By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and

payable in Mumbai; or • FIIs registered with SEBI must remit funds from special non-resident Rupee deposit account. • Payments through Non Resident Ordinary Account (NR(O) a/c) will not be permitted. • All cheques/drafts submitted by non-residents applying on repatriable basis should be drawn in

favour of “JMC- RIGHTS ISSUE - NR” payable at Mumbai and crossed ‘A/c Payee only’ for the amount payable.

A separate cheque or bank draft must accompany each application form. Applicants may note that where payment is made by drafts purchased from NRE/FCNR accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR account should be enclosed with the CAF. In the absence of the above the application shall be considered incomplete and is liable to be rejected. Application without repatriation benefits As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai. In such cases, the allotment of Equity Shares will be on non-repatriation basis. In such cases, refund, dividend, interest and other disbursement, if any, will be payable in Indian Rupees only. Non Resident shareholders applying on non-repatriable basis, can either send their applications directly to the Registrar to the Issue together with Cheque / Demand Draft (net of Bank and postal charges) drawn in favour of “JMC - RIGHTS ISSUE” payable at Mumbai or can submit their application along with requisite cheque / demand draft at aforesaid specified branches where the cheque / DD will be payable at MumbAI on or before the closure of the Issue. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. You are requested to

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mention the folio number and the CAF number on the reverse of the cheque/demand draft. The application should be accompanied by a non-repatriation undertaking as per the forms prescribed by RBI If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank issuing the draft, confirming that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the absence of the above, the application shall be considered incomplete and is liable to be rejected. Payment by way of cash shall not be accepted New demat account shall be opened for holders who have had a change in status from resident Indian to NRI. Note: • In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the

investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to Income Tax Act, 1961.

• In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares cannot be remitted outside India.

• The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

• In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals.

The Company is not responsible for any postal delay/loss in transit on this account and applications received through mail after closure of the issue are liable to be rejected. Applications through mail should not be sent in any other manner except as mentioned above. The CAF along with the Application Money must not be sent to the Company or the Lead Manager or the Registrar except stated otherwise. The Applicants are requested to strictly adhere to these instructions. Renouncees who are NRI/FII/Non Resident should submit application either by hand delivery or by registered post with acknowledgement due to Registrar to the Issue only at the below mentioned address along with cheque/demand draft payable at Mumbai so that the same are received on or before the closure of the Issue. Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mill Compound LBS Marg, Bhandup (West) Mumbai 400 078 Tel: +91-22-2596 0320 Fax: +91-22-2596 0329 Interest in Case of Delay on Allotment/Despatch The Company will issue and allot and despatch Letter(s) of Allotment/Share Certificate(s) and/or Letter(s) of Regret along with the Refund Orders, if any, credit the allotted securities to the beneficiary account within a period of 15 days from the date of closure of the subscription list. Such refund orders, in the form of MICR warrants/cheque/pay order/demand draft, marked “Account

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payee” would be drawn in the name of a sole/first applicant and will be payable at par at all the centers where the applications were originally accepted. If such allotment, and the money is not repaid within 8 days from the day the Company becomes liable to pay it, the Company shall, as stipulated under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956, pay that money with interest at the rate of 15% p.a. Letter(s) of Allotment/ Share Certificate/Refund Order(s) above the value of Rs.1,500/- will be despatched by Registered Post to the sole/ first applicant’s address. However, Refund Orders for values not exceeding Rs.1,500/- shall be sent to the applicants under Postal Certificate at the applicant’s sole risk at his address. The Company would make adequate funds available to the Registrar to the Issue for this purpose. Underwriting / Standby arrangements The present Issue is not underwritten and the Company has not made any standby arrangements for the Issue. Investment by FIIs In accordance with the current regulations, the following restrictions are applicable for investment by FIIs; The issue of Equity Shares under this issue to a single FII should not exceed 10% of the post-issue paid up capital of the company. In respect of an FII investing in the Equity shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total paid-up capital of the Company or 5% of the total issued capital in case such sub-account is a foreign corporate or an individual. In accordance with foreign investment limits applicable to the Company, the total FII investment cannot exceed 24% of the total paid-up capital of the Company. With the approval of the board and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100%. As of date, the FII investment in the Company is limited to 24% of the total paid-up capital of the Company. Disposal of application and application money No acknowledgment will be issued for the application moneys received by the Company. However, the Bankers to the Issue / Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF. The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in either case without assigning any reason thereto. In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the applicant within fifteen days from the close of the Issue in accordance with section 73 of the Act. For further instruction, please read the CAF carefully. Utilisation of Issue Proceeds The Board of Directors declares that: i. The funds received against this Issue will be transferred to a separate bank account other than the

bank account referred to sub-section (3) of Section 73 of the Act.

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ii. Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the purpose for which such moneys has been utilised.

iii. Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an appropriate separate head in the balance sheet of the Company indicating the form in which such unutilised moneys have been invested.

Utilisation of Proceeds The sum received against this Issue will be kept in a separate bank account and the Company will have any access to such funds only after the Basis of Allotment is finalised in consultation with the Designated Stock Exchange. Undertaking by the Company The Company has given undertakings that: 1. The complaints received in respect of the Issue shall be attended to by the Company

expeditiously and satisfactorily. 2. All steps for completion of the necessary formalities for listing and commencement of trading at

all Stock Exchanges where the Equity Shares are to be listed will be taken within seven working days of finalization of basis of allotment.

3. The funds required for dispatch of refund orders/ allotment letters/ certificates by registered post shall be made available to the Registrar to the Issue.

4. The certificates of the Equity Shares/ refund orders to the non-resident Indians shall be dispatched within the specified time.

5. Except as disclosed, no further issue of Equity Shares affecting equity capital of the Company shall be made till the Equity Shares issued/offered through the Issue are listed or till the application moneys are refunded on account of non-listing, under-subscription etc.

6. The Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts.

7. Other than the disclosures made in the instant Letter of Offer dated August 25, 2009, nothing material has changed in respect of disclosures made by us at the time of their previous issue in the Letter of Offer dated September 14, 2006.

8. A copy of the Letter of Offer of the immediately preceding rights issue will be made available to the public as specified under clause 5.6.2(ii) and also as a document for public inspection.

9. All information shall be made available by the Lead Manager and the Issuer to the investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc.

Important • Please read the Letter of Offer carefully before taking any action. The instructions contained in

the accompanying Composite Application Form (CAF) are an integral part of the conditions of the Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.

• All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split

Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID

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number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed ‘JMC Projects (India) Ltd.- Rights Issue’ on the envelope) to the Registrar to the Issue at the following address:

• It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk

Factors’ beginning on page viii of this Letter of Offer. • The Issue will be kept open for a minimum period of 15 (fifteen) days and the Board or any

committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date.

• The Company will not be liable for any postal delays and applications received through mail

after the closure of the Issue, are liable to be rejected and returned to the applicants.

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MAIN PROVISIONS OF ARTICLES OF ASSOCIATION Share Capital and Variation of Rights

5(a) The Authorised Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 2,47,50,000 (Two Crore Forty Seven Lacs Fifty Thousand) Equity Shares of Rs. 10/- each and 12,50,000 (Twelve Lacs Fifty Thousand) Preference Shares of Rs. 202/- each, with power to increase or reduce the share capital of the Company and to divide the share capital for the time being into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.

(b) Subject to the rights of the holders of any other shares entitled by the terms of issue to preferential repayment over the equity shares in the event of winding up of the Company, the holders of the equity shares shall be entitled to be repaid the amounts of capital paid up or credited as paid up on such equity shares and all surplus assets thereafter shall belong to the holders of the equity shares in proportion to the amount paid up or credited as paid up on such equity shares respectively at the commencement of the winding up.

Increase, reduction and alteration of capital

6. The Company may from time to time in general meeting increase its share capital by the issue of new shares of such amounts as it thinks expedient.

On what conditions the new shares may be issued

(a) Subject to the provisions of sections 80, 81 and 85 to 90 of the Act, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto by the general meeting creating the same as shall be directed and if no direction be given as the Directors shall determine and in particular such shares may be issued subject to the provisions of the said sections with a preferential or qualified right to dividends and in distribution of assets of the Company and subject to the provisions of the said sections with special or without and right of voting and subject to the provisions of Section 80 of the Act any preference shares may be issued on the terms that they are or at the option of the Company are to be liable redeemed.

Further issue of Capital

(b) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the Company by allotment of further shares, whether out of unissued share capital or out of the increased share capital.

(i) such further shares shall be offered to the persons who at the date of offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date.

(ii) the offer aforesaid shall be made by a notice specifying the number shares offered and limiting a time not being less than one month from the date of the offer within which the offer, if not accepted, will be deemed to have been declined.

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(iii) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice shall contain a statement of this right.

(iv) after the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as they think most beneficial to the Company.

(c) Notwithstanding anything contained in the preceding sub-clause the Company may :

(i) by a special resolution; or

(ii) where no such special resolution is passed if the votes cast (whether on a show of hands or on a poll, as the case may be) in favour of the proposal contained in the resolution moved in that general meeting (including the casting vote, if any, of the Chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in this behalf, that the proposal is most beneficial to the Company.

Offer further shares to any person or persons, and such person or persons may or may not include the person/s who at the date of the offer, are the holders of the equity shares of the Company.

(d) Notwithstanding anything contained in sub-clause (a) above, but subject, however, to Section 81(3) of the Act, the Company may increase its subscribed capital on exercise of an option attached to the debentures issued or loans raised by the Company to convert such debentures or loans into shares, or to subscribe for shares in the Company.

Directors may allot shares as fully paid up

(e) Subject to the provisions of the Act and these Articles, the Directors may issue and allot shares in the capital of the Company on payment or part payment for any property or assets of any kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid up or partially paid up otherwise than in cash, and if so issued, shall be deemed to be fully paid up or partly paid up shares as the case may be.

Same as original capital

(f) Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered as part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls, instalments, transfers, transmission, forfeiture, lien, surrender, voting and otherwise.

Power to issue Redeemable Preference Shares

7. (a) Subject to the provisions of Section 80 of the Act and subject to the provisions on which any shares may have been issued, the Company may issue preference shares which are or at the option of the Company are liable to be redeemed;

Provided that :

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(i) no such shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of Shares made for the purpose of redemption;

(ii) no such shares shall be redeemed unless they are fully paid;

(iii) the premium, if any, payable on redemption shall have been provided for out of the profits of the Company or out of the Company’s share premium account before the shares are redeemed;

(iv) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called “the capital redemption reserve account”, a sum equal to the nominal amount of the shares redeemed; and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 80 of the Act, apply as if the capital redemption reserve account were paid up share capital of the Company.

(b) Subject to the provisions of Section 80 of the Act and subject to the provisions on which any shares may have been issued, the redemption of preference shares may be effected on such terms and in such manner as may be provided in these Articles or by the terms and conditions of their issue and subject thereto in such manner as the Directors may think fit.

(c) The redemption of preference shares under these provisions by the Company shall not be taken as reducing the amount of its authorised share Capital.

(d) Where in pursuance of this Article, the Company has redeemed or its about to redeem any preference shares, it shall have power to issue shares upto the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued; and accordingly the Share Capital of the Company shall not, for the purpose of calculating the fees payable under Section 611 of the Act, be deemed to be increased by the issue of shares in pursuance of this clause.

Provided that where new shares are issued before the redemption of the old shares, the new shares shall not so far as relates to stamp duty be deemed to have been issued in pursuance of this clause unless the old shares are redeemed within one month after the issue of the new shares.

(e) The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be applied by the Company, in paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares.

Provision in case of Redemption of preference Shares

8. The Company shall be at liberty at any time, either at one time or from time to time as the Company shall think fit, by giving not less than six months’ previous notice in writing to the holders of the preference shares to redeem at par the whole or part of the preference shares for the time being outstanding, by payment of the nominal amount thereof with dividend calculated upto the date or dates notified for payment (and for this purpose the dividend shall be deemed to accrue and due from day to day) and in the case of redemption of part of the preference shares the following provisions shall take effect :

(a) The shares to be redeemed shall be determined by drawing of lots which the Company shall cause to be made as its registered office in the presence of one Director at least; and

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(b) Forthwith after every such drawing, the Company shall notify the shareholders whose shares have been drawn for redemption its intention to redeem such shares by payment at the registered office of the Company at the time and on the date to be named against surrender of the Certificates in respect of the shares to be so redeemed and at the time and date so notified each such shareholder shall be bound to surrender to the Company the Share Certificates in respect of the Shares to be redeemed and thereupon the Company shall pay the amount payable to such shareholders in respect of such redemption. The shares to be redeemed shall cease to carry dividend from the date named for payment as aforesaid. Where any such certificate comprises any shares which have not been drawn for redemption, the Company shall issue to the holder thereof a fresh certificate thereof.

Division, Sub-Division, Consolidation, Conversion and Cancellation and Shares

10. Subject to the provisions of Section 94 of the Act, the Company in general meeting may by an ordinary resolution alter the conditions of its Memorandum as follows, that is to say, it may;

(a) consolidate and divide all or any of its Share Capital into shares of larger amount than its existing shares;

(b) sub-divide its shares or any of them into shares of smaller amount than originally fixed by the Memorandum subject nevertheless to the provisions of the Act in that behalf and so however that in the sub-division the proportion between the amount paid and the amount if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived and so that as between the holders of the shares resulting from such sub-division one or more of such shares may, subject to the provisions of the Act, be given any preference or advantage over the others or any other such shares.

(c) convert, all or any of its fully paid up shares into stock, and re-convert that stock into fully paid up shares of any denomination.

(d) cancel, shares which at the date of such general meeting have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

Modifications of rights

12. If at any time the share capital, by reason of the issue of Preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Sections 106 and 107 of the Act and whether or not the Company is being wound up, be varied, modified, commuted, affected or abrogated with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the sanction of a Special Resolution passed as a separate general meeting of the holders of the Shares of that class. This Article shall not derogate from any power which the Company would have if this Article were omitted. The provisions of these Articles relating to general meetings shall mutatis mutandis apply to every such separate meeting but so that if at any adjourned meeting of such holders a quorum as defined in Articles 102 is not present, those persons who are present shall be quorum.

Buy-Back of shares 12A. Notwithstanding anything contained in any other Article of the Articles of Associations, but

subject to the provisions of Section 77A and 77B of the Act and Securities and Exchange Board of India (Buy Back of Securities) Regulations 1998 as may be in force at any time and from

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time to time, the Company may acquire, purchase, own, resale any of its own fully/partly paid or redeemable shares and any other security as may be specified under the Act, Rules and Regulations from time to time and may make payment thereof out of funds at its disposal or in any manner as may be permissible or in respect of such acquisition / purchase on such terms and conditions and at such time or times in one or more installments as the Board may its discretion decide and deem fit. Such shares which are so bought back by the company may either extinguished and destroyed or reissued as may be permitted under the Act or Regulations as may be inforce at relevant time subject to such terms and conditions as may be decided by the Board and subject further to the rules & regulations governing such issue.

Shares & Certificates

Register of Members and Debenture holders

15. (a) The Company shall cause to be kept a Register of Members and an Index of Members in accordance with Sections 150 and 151 of the Act and Register and Index of Debenture holders in accordance with Section 152 of the Act. The Company may also keep a foreign Register of Members and Debenture holders in accordance with Section 157 of the Act.

(b) The Company shall also comply with the provisions of Sections 159 and 161 of the Act as to filling of Annual Returns.

(c) The Company shall duly comply with the provisions of Section 163 of the Act in regard to keeping of the Registers, Indexes, copies of Annual Returns and giving inspection thereof and furnishing copies thereof.

Shares under the control of the Board

19. Subject to the provisions of Section 81 of the Act and these Articles the shares in the Capital of the Company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the Company in general meeting to give to any person the option to call for any shares either at par or at a premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the Company on payment in full or part for any property sold and transferred or for services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.

Issue of Certificates of Shares

26. (a) The issue of certificates of shares or of duplicate or renewal of certificates of shares shall be governed by the provisions of Section 84 and other provisions of the Act, as may be applicable and by the Rules or notifications or orders, if any, which may be prescribed or made by competent authority under the Act or Rules or any other law. The Directors may also comply with the provisions of such rules or regulations of any stock exchange where the shares of the Company may be listed for the time being.

(b) The certificate of title to shares shall be issued under the Seal of the Company and shall be signed by such Directors or others authorised persons as may be prescribed by the Rules made under the Act from time to time and subject thereto shall be signed in such manner and by such persons as the Directors may determine from time to time.

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(c) The Company shall comply with all rules and regulations and other directions which may be made by any competent authority under Section 84 of the Act.

Limitation of time of issue of certificate

27. (a) Every member shall be entitled, without payment, to one certificate for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such Certificates within the time provided by Section 113 of the Act unless the conditions of issue thereof otherwise provide. Every certificate of shares shall be under the seal of the Company and shall specify the number and distinctive numbers of the shares in respect of which it is issued and the amount paid up thereon and shall be in such form as the Director shall prescribe or approve provided that in respect of a Share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holders.

(b) The Company shall not entertain any application for split of share/debenture certificate for less than 10 (Ten) Equity shares/ 10 (Ten) debentures (all relating to the same series) in market lots as the case may be.

Provided however this restriction shall not apply to an application made by the existing member or debenture holder for split of share/debenture certificates with a view to make an odd lot holding into a marketable lot subject to verification by the Company.

(c) Notwithstanding anything contained in Clause (a) above the Directors shall, however, comply with such requirements of the Stock Exchange where Shares of the Company may be listed or such requirements of any rules made under the Act or such requirements of the Securities contracts (Regulation) Act, 1956 as may be applicable.

LIEN

Company’s lien on Shares/Debentures

44. The Company shall have first and paramount lien upon all the shares/debenture (other than fully paid up shares/debentures) registered in the name of each member/debenture holder (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any shares/debenture shall be created except upon the footing and condition that Article 25 hereof will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this Clause.

As to enforcing lien by sale

45. For the purpose of enforcing such lien, the Board may sell the shares/debentures subject thereto in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such shares and/or debentures and may authorise one of their member or appoint any officer or agent to execute a transfer thereof on behalf of and in the name of such member/debenture holder. No sale shall be made until such period, as may be stipulated by the Board from time to time, and until notice in writing of the intention to sell shall have been served on such member and/or debenture holder or his legal representatives and default shall

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have been made by him or them in payment, fulfillment, or discharge of such debts, liabilities or engagements for fourteen days after such notice.

Application of proceeds of sale

46. (a) The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the persons entitled to the shares and/or debentures at the date of the sale.

Outsiders lien not to affect Company’s lien

(b) The Company shall be entitled to treat the registered holder of any share or debenture as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or by statute required) be bound to recognise equitable or other claim to, or interest in, such shares or debentures on the part of any other person. The Company’s lien shall prevail notwithstanding that it has received notice of any such claims.

Forfeiture

If call or instalment not paid notice must be given

47. (a) If any member or debenture holder fails to pay the whole or any part of any call or instalment or any money due in respect of any share or debentures either by way of principal or interest on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Directors may at any time thereafter, during such time as the call or any instalment or any part thereof or other moneys remain unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such member or debenture holder or on the person (if any) entitled to the share by transmission requiring him to pay such call or instalment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non payment.

Form of Notice

(b) The notice shall name a day not being less than One Month from the date of the notice and a place or places, on and at which such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non payment of call amount with interest at or before the time and at the place appointed, the shares or debentures in respect of which the call was made or instalment or such part or other moneys is or are payable will be liable to be forfeited.

In default of payment shares or debentures to be forfeited

48. If the requirements of any such notice as aforesaid are not complied with any share/debenture in respect of which such notice has been given, may at any time thereafter before payment of all calls or instalments, interest and expenses or other moneys due in respect thereof, be forfeited by a resolution of the Directors to that effect. Neither the receipt by the Company of a portion of any money which shall from time to time be due from any member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the company, in respect of the payment of any such money, shall preclude the company from there after proceeding to enforce a forfeiture of such shares as herein provided. Such forfeiture shall

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include all dividends declared or interest paid or any other moneys payable in respect of the forfeited shares or debentures and not actually paid before the forfeiture.

Entry of forfeiture in Register of members/debentures holders

49. When any shares/debenture shall have been so forfeited, notice of the forfeiture shall be given to the member or debenture holder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register of members or debenture holders but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid.

Forfeited share/debenture to be property of Company and may be sold.

50. Any share or debenture so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of either to the original holder or to any other person upon such terms and in such manner as the Directors shall think fit.

Power to annual forfeiture

51. The Directors may, at any time, before any share or debenture so forfeited shall have been sold, re-allotted or otherwise disposed of, annul forfeiture thereof upon such conditions as they think fit.

Shareholders or Debenture holders still liable to pay money owing at time of forfeiture and interest

52. Any member of debenture holder whose shares or debentures have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company, all calls, instalments, interest expenses and other money owing upon or in respect of such shares or debentures at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment at such rate as the Directors may determine, and the Directors may enforce the payment of the whole or a portion thereof, if they think fit, but shall not be under any obligation to do so.

Effect of forfeiture

53. The forfeiture of a share or debenture shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share or debenture and all other rights incidental to the share or debenture, except only such of those rights as by these Articles are expressly saved.

Certificate of forfeiture

54. Certificate in writing under the hand of one Director and counter signed by the Secretary or any other officer authorised by the Directors for the purpose, that the call in respect of a Share or debenture was made and notice thereof given and that default in payment of the call was made and that the forfeiture of the share or debenture was made by the resolution of Directors to that effect shall be conclusive evidence of the facts stated therein as against all persons entitled to such share or debenture.

Validity of sales under Articles 45 and 50

55. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinabove given, the Directors may, if necessary, appoint some person to execute an instrument of transfer of the shares or debentures sold and cause the purchaser’s name to be entered in the Register of members or Register of debenture holders in respect of the shares or

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debentures sold, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money and after his name as been entered in the Register of members of debenture holders in respect of such shares or debenture the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be for damages only and against the Company exclusively.

Cancellation of share/debenture Certificate in respect of forfeited shares/debentures.

56. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate/s originally issued in respect of the relative shares or debentures shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting member or debenture holder) stand cancelled and become null and void and be of no effect, and the directors shall be entitled to issue a duplicate certificate/s in respect of the said share or debentures to the person/s entitled thereto.

Title of purchaser and allottee of forfeited shares/debentures

57. The Company may receive the consideration, if any, given for the share or debenture on any sale, re-allotment or other disposition thereof, and the person to whom such share or debenture is sold, re-allotted or disposed of may be registered as the holder of the share or debenture and shall not be bound to see to the application of the consideration, if any, nor shall his title to the share or debenture be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share or debenture.

Surrender of Shares or Debentures

58. The Directors may, subject to the provisions of the Act, accept a surrender of any share or debenture from or by any member or debenture holder desirous of surrendering them on such terms as they think fit.

Transfer and transmission of shares and debentures

Register of transfers

59. The Company shall keep a book to be called the “Register of transfers” and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share.

Form of transfer

60. The instrument of transfer shall be in writing and all the provisions of Section 108 of the Act, shall be duly complied with in respect of all transfer of shares and registration thereof.

Instrument of transfer to be executed by transferor and transferee

61. Every such instrument of transfer shall be signed both by the transferor and transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register of members in respect thereof.

Directors may refuse to register transfer

62. Subject to the provisions of Section 111 of the Companies Act, the directors may refuse to register transfer of securities only on any of the following ground namely:

(a) that the instrument of transfer is not proper or has not been duly stamped and executed or that the certificate relating to the security has not been delivered to the company or that any other requirement under the law relating to registration of such transfer has not been complied with;

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(b) that the transfer of security is in contravention of any law;

(c) that the transfer of security is likely to result in such charge in the composition of Board of Directors as would be prejudicial to the interest of the company or to the public interest;

(d) that the transfer of security is prohibited by any order of any court tribunal or other authority under any law for the time being in force;

Board of Director may refuse the transfer of securities when the company has a lien on that securities.

Transfer of shares

63. (a) An application of registration of the transfer of shares may be made either by the transferor or the transferee provided that where such application is made by the transferor, no registration shall in the case of partly paid shares be effected unless the Company gives notice of the application to the transferee and subject to the provisions of Clause (d) of this Article, the Company shall unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register of members the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee.

(b) For the purpose of clause (a) above notice to the transferee shall be deemed to have been duly given if sent by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered to him in the ordinary course of post.

(c) It shall not be lawful for the Company to register a transfer of any shares unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation if any, of the transferee has been delivered to the Company along with the Certificate relating to the shares and if no such Certificate is in existence, along with the letter of allotment of shares. The Directors may also call for such other evidence as may reasonably be required to show the right of the transferor to make the transfer provided that where it is proved to the satisfaction of the Directors of the Company that an instrument of transfer signed by the transferor and the transferee has been lost, the Company may, if the Directors think fit, on an application in writing made by the transferee and bearing the stamp required by an instrument of transfer register the transfer on such terms as to indemnity as the Directors may think fit.

(d) Nothing in clause (c) above shall prejudice any power of the company to register as share holder any person to whom the right to any share has been transmitted by operation of law.

(e) The company shall accept all applications for transfer of shares/debentures, however, this condition shall not apply to requests received by the company;

(A) for splitting of a share or debenture certificate into several scripts of very small denominations :

(B) Proposals for transfer of Shares/debentures comprised in a share/debenture certificate to several parties involving, splitting of a share/debenture certificate into small denominations and that such split/transfer appears to be unreasonable or without any genuine need.

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(i) transfer of Equity shares/debentures made in pursuance of any statutory provision or an order of a competent court of law;

(ii) the transfer of the entire Equity shares/debentures by an existing shareholder/debenture holder of the Company holding under one folio less than 10 (ten) equity Shares or 10 (ten) debentures (all relating to the same series) less than in market lots by a single transfer to a single or joint transferee.

(iii) the transfer of not less than 10 (ten) Equity shares or 10 (ten) debentures (all relating to the same series) in favour of the same transferee(s) under two or more transfer deeds, out of which one or more relate(s) to the transfer of less than 10 (ten) Equity Shares/10 (Ten) debentures.

(iv) the transfer of less than 10 (ten) Equity shares or 10 (ten) debentures (all relating to the same series) to the existing share holder/debenture holder subject to verification by the Company.

Provided that the Board may in its absolute discretion waive the aforesaid conditions in a fit and proper case(s) and the decision of the Board shall be final in such case(s).

(f) Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer of any share.

Custody of instrument of transfer

64. The instrument of transfer shall after registration be retained by the Company and shall remain in their custody. All instruments of transfer which the Directors may decline to register, shall on demand be returned to the persons depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine.

Transfer of books and Register of members when closed

65. The Board of Directors shall have power to close the Register of Members and / or the Register of Debenture holders at such time or times and for such period or periods as the Board may deem expedient in accordance with the provisions of the Act.

Transfer to Minors etc.

66. Only fully paid shares or debentures shall be transferred to a minor acting through his/her legal or natural guardian. Under no circumstances, shares or debentures be transferred to any insolvent or a person of unsound mind.

Title to shares of deceased holder

67. The executors or administrators of a deceased member (not being one or two or more joint holders) or the holder of a deceased member (not being one or two or more joint holders) shall be the only persons whom the Company will be bound to recognise as having any title to the shares registered in the name of such member, and the Company shall not be bound to recognise such executors or administrators or the legal representatives unless they shall have first obtained probate or Letters of Administration or a Succession Certificate, as the case may be, from a duly constituted competent court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with the production or probate or Letters of Administration or a Succession Certificate upon such terms as to indemnity or otherwise as the Directors in their absolute discretion may think necessary and under Article 70

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register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member, as a member.

Registration of persons entitled to share otherwise than by transfer

68. (a) Subject to the provisions of Articles 67 and 77(d), any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means other than by a transfer in accordance with these presents, may with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of such titles as the Directors shall think sufficient, either be registered himself as a member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a member in respect of such shares. Provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so. he shall not be free from any liability in respect of such shares.

(b) A transfer of the shares or other interest in the Company of a deceased member thereof made by his legal representative shall, although the legal representative is not himself a member be as valid as if he had been a member at the time of the execution of the instrument of transfer.

Borrowing Powers

Restriction on powers of the Board

78. The Board of Directors shall not, except with the consent of the Company in general meeting and subject to Article 172 of the Articles of Association of the Company:

(a) sell, lease or otherwise dispose of the whole or substantially the whole, of the undertaking of the Company, or where the Company owns more than one undertaking of the whole, or substantially the whole, of any such undertaking.

(b) remit, or give time for the repayment of any debt due by a Director.

(c) invest, otherwise than in trust securities the amount of compensation received by the Company in respect of the compulsory acquisition alter the commencement of this Act, of any such undertaking as is referred to in clause (a) or of any premises or properties used for any such undertaking and without which it can not be carried on or can be carried on only with difficulty or only after a considerable time.

(d) borrow moneys where the moneys to be borrowed, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the company and its free reserves, that is to say, reserves not set apart for any specific purpose.

(e) contribute, to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, any amounts the aggregate of which will, in any financial year, exceed fifty thousand rupees or five percent, of its average net profits as determined in accordance with the provisions of Sections 349 and 350 of the Act during the three financial years immediately preceding, whichever is greater.

Explanation: Every resolution passed by the Company in general meeting in relation to the exercise of the power referred to in clause (d) or in clause (e) shall specify the total

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amount upto which money may be borrowed by the Board of Directors under clause (d) or as the case may be, the total amount which may be contributed to charitable and other funds in any financial year under clause (e).

Conditions on which money may be borrowed

79. The Directors may raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the issue of bonds, perpetual or redeemable, debenture or debenture stocks or any mortgage or charge or other security on the undertaking of the whole or any part of the property of the company (both present and future) including its uncalled capital for the time being.

Conversion of shares into stock and reconversion

Shares may be converted into stock

91. The Company in general meeting may convert any paid up shares into stock and when any shares shall have been converted into stock, the several holders of such stock may thenceforth transfer their respective interest therein or any part of such interests, in the same manner and subject to the same regulations as, and subject to which shares from which the stock arise might have been transferred, if no such conversion had taken place, or as near thereto as circumstances will admit. The Company may at any time reconvert any stock into paid up shares of any denomination.

Rights of Stock holders

92. The holders of stock shall, according to the amount of stock, held by them have the same right, privileges and advantages as regards dividends, voting at meeting of the Company and other matters, as if they held the share from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the Company and the assets on winding up) shall be conferred by an amount of stock which would not if existing in shares, have conferred that privilege or advantage.

General Meetings

Annual General Meeting

93. Subject to the provisions contained in Sections 166 and 210 of the Act, as far as applicable, The Company shall in each year bold, in addition to any other meetings, a general meeting as its annual general meeting, and shall specify, the meeting as such in the Notice calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next.

Provided that if the Register for any special reason, extends the time within which any annual general meeting shall be held, then such annual general meeting may be held within such extended period.

Annual Summary

The Company may in any one annual general meeting fix the time for its subsequent annual general meetings. Every member of the Company shall be entitled to attend either in person or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any general meeting which he attends on any part of the business which concerns him as Auditor. At every annual general meeting of the Company, there shall be laid on the table, the Director’s report, the audited statements of accounts and auditor’s report (if any, not already incorporated in the audited statements of accounts). The proxy registered with the Company and Register of Director’s Share holdings of which latter register shall remain open and accessible during the

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continuance of the meeting. The Board shall cause to prepare the Annual list of members, summary of Share Capital, Balance Sheet and Profit and Loss Account and forward the same to the Register in accordance with Sections 159, 161 and 220 of the Act.

Time and place of Annual General Meeting

94. Every annual general meeting shall be called at any time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the Company or at some other place within the city, town or village in which the registered office of the Company is situate, and the notice calling the meeting shall specify it as the annual general meeting.

Sections 171 to 186 of the Act shall apply to meetings

95. Sections 171 to 186 of the Act with such adaptations and modifications, if any, as may be prescribed shall apply with respect to meetings of any class of members or debenture holders of the Company in like manner as they apply with respect to general meetings of the Company.

Postal Ballot

95A. Subject to the provisions of the Act and of these Articles, the Company may and in the case of such business as the Central Government may, by notification, from time to time declare to be conducted only by postal ballot, shall, get any resolution passed by means of a postal ballot instead of transacting the business in general meeting, and if the resolution is assented to by a requisite majority of shareholders by means of a postal ballot, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

Powers of Director’s to call Extraordinary General Meeting

96. The Directors may call an extraordinary general meeting of the Company whenever they think fit.

Calling of Extra Ordinary General Meeting on requisition

97. (a) The Board of Directors of the Company shall on the requisition of such number of members of the Company as is specified in clause (d) of this Article, forthwith proceed duly to call an Extraordinary general meeting of the Company.

(b) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the registered office of the Company.

(c) The requisition may consist of several documents in like form, each signed by one or more requisitionists.

(d) The number of members entitled to requisition a meeting in regard to any matter shall be such number of them as hold at the date of the deposit of the requisition not less than one tenth of such of the paid up share capital of the Company as at that date carried the right of voting in regard to that matter.

(e) Where two or more distinct matters are specified in the requisition the provisions of clause (d) above, shall apply separately in regard to each such matter; and the requisition shall accordingly be valid only in respect of those matters in regard to which the condition specified in that clause is fulfilled.

(f) If the Board does not, within twenty one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration

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of those matters then on a day not later than forty five days from the date of the deposit of the requisition, the meeting may be called:

(i) by the requisitionists themselves;

(ii) by such of the requisitionists as represent either a majority in value of the paid up share capital held by all of them or not less than one tenth of such of the paid-up share capital of the Company as is referred to in clause (d) above, whichever is less.

Explanation : For the purpose of this clause, the Board shall in the case of a meeting at which resolution is to be proposed as a Special Resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by sub-section 189 of the Act.

(g) A meeting, called under clause (f) above, by the requisitionists or any of them :

(i) shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board; but

(ii) shall not be held after the expiration of three months from the date of the deposit of the requisition.

Explanation : Nothing in clause (g) (ii) above, shall be deemed to prevent a meeting duly commenced before the expiry of the period of three months aforesaid, from adjourning to some day after the expiry of that period.

(h) Where two or more persons hold any shares or interest in the Company jointly, a requisition, or a notice calling a meeting, signed by one or some of them shall, for the purposes of this Article, have the same force and effect as if it had been signed by all of them.

(i) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the Company; and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration for their services to such of the Directors as were in default.

Length of notice for calling meeting

98. (a) A general meeting of the Company may be called by giving not less than twenty one days’ notice in writing.

(b) A general meeting of the Company may be called after giving shorter notice than that specified in clause (a) above, if consent is accorded thereto;

(i) in the case of an annual general meeting by all the members entitled to vote thereat: and

(ii) in the case of any other meeting, by members of the Company holding not less than 95 (ninety five) per cent of such part of the paid up capital of the Company as gives a right to vote at the meeting;

Provided that where any members of the Company are entitled to vote only on some resolution or resolutions to be moved at the meeting and not on the others, those members shall be taken into account for the purposes of this clause in respect of the former resolution or resolutions and not in respect of the latter.

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Contents and manner of service of notice and persons on whom it is to be served

99. (a) Every notice of a meeting of the Company shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat.

(b) Notice of every meeting of the Company shall be given:

(i) to every member of the Company, in any manner authorised by subsections (1) to (4) of Section 53 of the Act;

(ii) to the persons entitled to a share in consequence of the death or insolvency of a member, by sending it through the post in a prepaid letter addressed to them by name, or by the title or representatives of the deceased or assignees of the insolvent, or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred;

(iii) to the Auditor or Auditors for the time being of the Company in any manner authorised by Section 53 of the Act in the case of any member – members of the Company and

(iv) to all the Directors of the Company

Provided that where the notice of a meeting is given by advertising the same in a newspaper circulating in the neighborhood of the registered office of the Company under sub-section (3) of Section 53 of the Act, the statement of material facts referred to in Section 173 of the Act need not be annexed to the notice as required by that Section but it shall be mentioned in the advertisement that the statement has been forwarded to the members of the Company.

(c) The accidental omission to give notice to, or the non-receipt of notice by any member or other person to whom it should be given shall not invalidate he proceedings at the meeting.

Quorum for meeting

101. (a) Five members personally present shall be the quorum for a general meeting of the company.

If quorum not present meeting to be dissolved or adjourned

(b) (i) If within half an hour from the time appointed for holding a meeting of the Company, a quorum is not present, the meeting, if called upon by requisition of members, shall stand dissolved.

(ii) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place, as the Board may determine.

Adjourned meeting to transact business

(c) If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be the quorum.

Presence of quorum

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102. (a) No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business.

Business confined to election of chairman whilst chair vacant

(b) No business shall be discussed or transacted at any general meeting except the election of a Chairman whilst the Chair is vacant.

Chairman of general meeting

(c) (i) The Chairman of the Board of Directors shall be entitled to take the chair at every general meeting. If there be no Chairman or if at any meeting he shall not be present within 15 (fifteen) minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present may choose one of themselves to be the Chairman and in default of their doing so, the members present shall choose one of the Directors to be Chairman and if no Directors present be willing to take the chair, the members present shall choose one of themselves to be the Chairman.

(ii) If at any meeting a quorum of members shall be present, and the Chair shall not be taken by the Chairman or Vice Chairman of the Board or by a Director at the expiration of 15 (fifteen) minutes from the time appointed for holding the meeting or if before the expiration of that time all the Directors shall decline to take the Chair, the members present shall choose one of their members to be the Chairman of the meeting.

Chairman with consent may adjourn the meeting

(d) The Chairman with the consent of the meeting may adjourn any meeting from time to time and from place to place in the city, town or village where the registered office of the Company is situated.

Business at adjourned meeting

(e) No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

Notice of adjourned meeting

(f) When a meeting is adjourned only for thirty days or more, notice of the adjourned meeting shall be given as in the case of original meeting.

In what cases poll taken with or without adjournment (g) Any poll duly demanded on the election of a Chairman of a meeting or any question of

adjournment shall be taken at the meeting forthwith, save as aforesaid, any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

Proxies

103. (a) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint any other person (whether a member or not) as his proxy to attend and vote instead of himself. A member (and in the case of joint holders all holders) shall not appoint more than one person as proxy. A proxy so appointed shall not have any right to speak at the meeting.

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Provided that unless where the proxy is appointed by a body corporate a proxy shall not be entitled to vote except on a poll.

(b) In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself, and that a proxy need not be a member.

(c) The instrument appointing a proxy or any other document necessary to show the validity or otherwise relating to the appointment of a proxy shall be lodged with the Company not less than 48 (forty eight) hours before the meeting in order that the appointment may be effective thereat.

(d) The instrument appointing a proxy shall :

(i) be in writing, and

(ii) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.

Form of proxy

(e) Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in usual common form.

(f) An instrument appointing a proxy, if in any of the forms set out in Schedule IX to the Act shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by these Articles.

(g) Every member entitled to vote at a meeting of the Company, or on any resolution to be moved thereat, shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged at any time during the business hours of the Company, provided not less than 3 (three) days’ notice in writing of the intention so to inspect is given to the Company.

Dividends

Division of Profits

178. The profits of the Company subject to any special rights relating thereto created or authorised to be created by these presents shall be divisible among the members in proportion to the amount of Capital paid up or credited as paid up on the shares held by them respectively.

Dividend payable to registered holder

179. No dividend shall be paid by the Company in respect of any share except to the registered holder of such share or to his order or to his banker.

Time for payment of dividend

180. Where a dividend has been declared by the Company it shall be paid within the period provided in Section 207 of the Act.

Capital paid up in advance and interest not to earn dividend

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181. Where the Capital is paid up in advance of calls upon the footing that the same shall carry interest, such Capital shall not, whilst carrying interest confer a right to dividend or to participate in profits.

Dividends in proportion to amount paid up

182. (a) The Company shall pay dividends in proportion to the amounts paid up or credited as paid up on each share, when a larger amount is paid up or credited as paid up on some shares than on others. Nothing in this Article shall be deemed to affect in any manner the operation of Section 208 of the Act.

(b) Provided always that any Capital paid up on a share during the period in respect of which a dividend is declared, shall unless the terms of issue otherwise provide, only entitle the holder of such share to an apportioned amount of such dividend proportionate to the capital from time to time paid during such period on such share.

Company in General Meeting may declare dividends

183. The Company in general meeting may declare a dividend to be paid to the members according to their respective rights and interest in the profits and may fix the time for payment.

Power of Directors to limit dividends

184. No larger dividend shall be declared than is recommended by the Directors but the Company in general meeting may declare a smaller dividend.

Dividends only to be paid out of profits

185. No dividend shall be declared or paid by the Company otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both or out of moneys provided by the Central Government or a State Government for the payment of dividend in pursuance of the guarantee given by that Government provided that:

(a) If the Company has not provided for depreciation for any previous financial year or years, it shall before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of that financial year or out of the profits of any other previous financial year or years;

(b) If the Company has incurred any loss in any previous financial year or years the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of Section 205 of the Act or against both.

Provided further that, no dividend shall be declared or paid for any financial year out of the profits of the Company for that year arrived at after providing for depreciation as above, except after the transfer to the reserves of the Company of such percentage of its profits for that year as may be prescribed in accordance with Section 205 of the Act or such higher percentage of its profits as may be allowed in accordance with that Section

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Nothing contained in this Article shall be deemed to affect in any manner the operation of Section 208 of the Act.

Directors’ declaration as to net profits conclusive

186. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

Interim Dividends

187. The Directors may, from time to time pay to the members such interim dividends as in their judgment the position of the Company justifies.

Retention of Dividend until completion of transfer under Article

188. The Directors may retain the Dividends payable upon shares in respect of which any person is under the Transmission clause of these Articles entitled to become a member or which any person under that clause is entitled to transfer until such person shall become a member in respect of such shares or shall duly transfer the same.

No member to receive Dividend whilst indebted to the Company and Company’s right to reimbursement there from

189. Subject to the provisions of the Act, no member shall be entitled to receive payment of any interest or dividend in respect of his share(s) whilst any money may be due or owing from him to the Company in respect of such share(s) or debenture(s) or otherwise however either alone or jointly with any other person or persons and the Directors may deduct from the interest or dividend payable to any member, all sums of moneys so due from him to the Company.

Transferred shares must be registered

190. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

Dividend how remitted

191. Unless otherwise directed any dividend may be paid by cheque or warrant or a pay-slip or receipt having the force of a cheque or warrant sent through ordinary post to the registered address of the member or person entitled or in the case of joint holders to that one of them first named in the Register of Members in respect of the joint holding. Every such cheque or warrant so sent shall be made payable to the registered holder of shares or to his order or to his bankers. The payable to the registered holder of shares or to his order or to his bankers. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost, to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means.

Unpaid Dividend or Dividend Warrant posted

192. any dividend remaining unpaid or unclaimed after having been declared by the Company shall be dealt with by the Company in accordance with section 205A, 205B and 205C of the Companies Act, 1956.

Dividend and call together

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193. Any general meeting declaring a dividend may on the recommendation of the Directors make a call on the members for such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the members, be set off against the calls.

Dividend to be payable in cash

194. No dividend shall be payable except in cash. Provided that nothing in this Article shall be deemed to prohibit the capitalisation of profit or reserves of the Company for the purpose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the Company.

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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The contracts mentioned below (not being contracts entered into in the ordinary course of business carried on by the Company) are or may be deemed to be material contracts. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of the Company situated at A-104, Shapath-4, Opposite Karnavati Club, S.G.Road, Ahmedabad – 380 051, India from 10.00 a.m. to 4.00 p.m. on any working day from the date of this Letter of Offer until the Issue Closing Date. A. Material Contracts 1. Memorandum of Understanding dated March 26, 2009 between the Company and Collins Stewart

Inga Private Limited, Lead Manager to the Issue. 2. Memorandum of Understanding dated March 25, 2009 between the Company and Link Intime

Pvt. Ltd, Registrar to the Issue. 3. Memorandum of Understanding dated May 30, 2009 between the Company and Pinnacle Shares

Registry Pvt. Ltd., Registrar to the Company. 4. Tripartite Agreement dated December 17, 1999 between the Company, Pinnacle Shares Registry

Pvt. Ltd. and CDSL. 5. Tripartite Agreement dated December 23, 1999 between the Company, Pinnacle Shares Registry

Pvt. Ltd. and NSDL. B. Documents for Inspection 1. Memorandum and Articles of Association of the Company, as amended till date. 2. Certificate of Incorporation of the Company. 3. Copy of the Resolution passed by the Board of Directors in their meeting held on January 29,

2009 4. Copies of Listing Agreement of the Company for existing Equity Shares on BSE and NSE. 5. Consents from the Auditors, Lead Manager to the Issue, Registrar to the Issue, Legal Advisor to

the Issue, Bankers to the Issue, Bankers to the Company, Directors, Compliance Officer (Company Secretary) and Registrar to the Company to include their names in this Letter of Offer and to act in their respective capacities.

6. Promoters’ letter of intent for subscribing to their entitlement. 7. Memorandum of Understanding dated October 1, 2004 for sale of shares in JMC Projects (India)

Ltd. 8. Share Purchase Agreement dated October 14, 2004 & Addendum dated February 11, 2005. 9. Letter of Offer dated November 9, 2004 by KPTL for the open offer of shares in the Company. 10. Agreements dated January 31, 2009 entered into between the Company and Mr. Hemant Modi,

Vice Chairman and Managing Director and Mr. Suhas Joshi, Managing Director for the terms of appointment and remuneration.

11. Annual Reports of the Company and JMC Mining and Quarries Ltd. for the last five financial years.

12. Annual Reports of Kalpataru Power Transmission Limited for the last three financial years. 13. Reports of the statutory Auditors dated August 06, 2009 included in this Letter of Offer. 14. Certificate dated August 06, 2009 from Auditors for Deployment of Funds. 15. Letter dated August 12, 2009 from the Auditors of the Company, regarding the tax benefits

available to the Company and its members 16. Report of Legal Advisors report dated April 3, 2009, July 27, 2009 and Certificate dated August

12, 2009 on litigations included in this Letter of Offer.

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17. Due Diligence certificate dated April 7, 2009 to SEBI issued by Collins Stewart Inga Pvt. Ltd., Lead Manager to the Issue.

18. Letter of Offer dated September 14, 2006. 19. Copies of listing application made to the Stock Exchanges. 20. Letters dated April 28, 2009 from BSE and May 06, 2009 from NSE granting in-principle listing

approval. 21. SEBI Observation letter no. CFD/DIL/ISSUES/PB/MS/169194/2009 dated July 09, 2009 for the

Issue.

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DECLARATION No statement made in this Letter of Offer shall contravene any of the provisions of the Companies Act, 1956 and the rules made thereunder. All the legal requirements connected with the said issue as also the guidelines, instructions etc issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. We hereby certify to our knowledge that all the disclosures contained in this Letter of Offer are true and correct in all material respects. Yours faithfully For JMC Projects (India) Limited Signed by Directors & Company Secretary Mr. D. R. Mehta, Chairman Mr. Hemant Modi, Vice Chairman & Managing Director Mr. Suhas Joshi, Managing Director Mr. Kamal Jain, Director Mr. Mahendra G Punatar, Director Mr. Ramesh Seth, Director Mr. Manish Mohnot, Director Mr. Ashish Shah, Company Secretary Place: Ahmedabad Date: August 25, 2009